Here are four compositional rules that will help avoid ambiguity in the documents you write, whether they are contracts or not: Exceptions exist when a written contract does not express the true intent of the parties by fraud, error or accident, and in such cases, this intention must be taken into account and the erroneous parts of the letter are ignored. Otherwise, an integration clause usually prevents one of the parties from making pre-contractual statements or negotiations to modify, contradict or even supplement the written agreement. Latent ambiguity can also affect contractors who submit bids. When bidding on an FDA contract, latent ambiguity prevented the RELI group from competing intelligently for a contract. However, a latent ambiguity in a request from Miracle Systems nevertheless led to a rejection of the proposal. Companies such as IAP, Singleton Enterprises, Deco Security Services, Input Solutions, Inc., Ashe Facility Services, Inc. Ashland Sales and Service Company, and The Arora Group, Inc. have also cited latent ambiguity towards government agencies. An error on the part of the testator or lawyer can lead to both types of ambiguity. Using standard contract language instead of drafting an original contract can also be confusing.

Many contracts contain an “integration clause”, which stipulates that the contract must be a complete and definitive expression of the parties` agreement. This clause establishes California law to some extent, but is subject to exceptions. Under California law, when a contract is reduced to writing, the intent of the parties must be determined only from the letter, if possible, but subject to certain exceptions. Ambiguity occurs when a single word or phrase can be interpreted in two or more ways. As these are often long and complex texts, ambiguity is common. Thus, courts have developed different doctrines to deal with cases where legal texts are ambiguous. Patent ambiguity refers to the uncertainty on the surface of a legal document. This gives the agreement or contract an undefined meaning. If a document contains a patent ambiguity, no external evidence can demonstrate the testator`s intention, which remains unclear. Patent ambiguity can invalidate an agreement or contract.

Latent ambiguity occurs when the wording of a document is clear and understandable at first glance, but can at the same time also apply to two different things or objects, for example when a bequest is given to “my nephew John” and the testator can be proven to have two nephews of that name. The latent ambiguity can be explained by parol evidence: the ambiguity was caused by circumstances external to the instrument, so that the explanation must necessarily be sought in such circumstances. [9] The issue of ambiguity in contracts is an old one and is often heard in court. Ideally, the parties use clear and concise terms without possible ambiguity. But in the general situation where terms can be interpreted in various ways, courts have developed rules of interpretation that are applied when terms are considered ambiguous by the court. But for contracts that don`t provide proper language, the California Civil Code has a number of laws that provide methods for resolving possible ambiguities. Basically, ambiguity exists when a word or phrase can reasonably be interpreted as having two or more meanings simultaneously. For example, let`s say I offer you $100 to cut down the largest of my three trees.

When you arrive to do the work, axe in hand, you find that one tree is much larger than the others, another has a canopy much larger than the others and the last one has a much thicker trunk than the others. So, which tree is the biggest? Since the word “tallest” could reasonably mean any of the three trees, it is ambiguous. This type of ambiguity is called latent ambiguity because you wouldn`t have known the meaning wasn`t clear until you looked at the trees. The other type of ambiguity and obvious ambiguity is called because you can interpret more than one meaning without having to refer to anything other than the word or phrase itself. In most cases, the use of “and/or” leads to obvious ambiguity, but it is often useful to apply the meaning to an example to illustrate the different meanings. An ambiguous contractual language rule is that any ambiguity in a contract that is not clarified by other rules will be interpreted against the party preparing the agreement. If you wrote the contract and in a lawsuit you say that one term means one thing, and the other party says it means another, a judge can rule in favor of the other party. Whether you or the other party filed the lawsuit, it may mean that you are on the losing side. You can eliminate uncertainty about the beginning or end of a period by clearly marking the first and last day of that period. DON`T: July 1, 19___ to June 30, 19___.

SAY: After June 30, 19___ and before July 1, 19___. If a period is measured in whole days, use the word “day” instead of “time.” A reader may interpret the word “hour” to mean an exact time during the day or night of an event. DON`T SAY: Thirty days after the hour if. SAY: Thirty days after the day when.. Avoid using time-related words such as “now”, “present” and “currently” in your regulations. Using these words to link a provision of your regulations to the coming into force date of the regulations creates ambiguity. It is not clear whether the provision of the Regulations should change if the “current” situation changes after the Regulations come into force. DON`T SAY: The mayor of the District of Columbia is entitled to a salary equal to a GS-15, Level 2, as now required by law.

[You know what the mayor`s salary is on the day the ordinance goes into effect, but what salary will the mayor receive if Congress changes the wage rate of a GS-15 a week, month, or year after the ordinance goes into effect?] In the example above, if you want the provision to remain unchanged after the regulations come into force, it is best to determine the provision on the day the regulations come into force and include that specific provision in your regulations. SAY: The mayor of the District of Columbia is entitled to a salary of $_______. However, if you intend for the layout to change over time, make that clear. SAY: The mayor of the District of Columbia is entitled to a salary equal to GS-15, step 2. GS-15, step 2, the salary will be adjusted by Congress. Ambiguity can be patented or latent. This Texas case explains that patent ambiguity occurs when the language in the document itself has more than one meaning, while latent ambiguity is not easily visible, but occurs when language that is unique is applied to the object it is dealing with, and ambiguity occurs due to certain external circumstances. In latent ambiguity, parol evidence can be used to understand the true intention of the parties as expressed in the agreement, thus understanding the language of latent ambiguity.

It is a language specific to the testator. If the testator uses the same words to refer to a particular thing or person, the courts may consider this to be a latent ambiguity and allow external evidence to clarify. It is important to avoid ambiguities as much as possible, especially because some ambiguities can reinforce each other. For example, imagine if I offered to pay you $100 to cut down the largest of my trees that is alive and/or dead. 7. Civil Code “1644 WORDS TO BE UNDERSTOOD IN THE USUAL SENSE. The terms of a contract must be understood in their ordinary and popular sense and not in terms of a strict legal meaning; unless they are used by the parties in a technical sense or a particular meaning is given to them by their use, in which case the latter must be followed. This refers to the tendency to admit extrinsic evidence to clarify both types of ambiguity. It can lead to a reform or rewriting of the document and does not take into account a clear meaning. Many legal experts advocate the Reformation as a way to resolve ambiguities, as they often stem from simple mistakes.