Clearly, ambiguity is acceptable in some cases, or at least unlikely to become costly legal compliance. But when it comes to contracts, ambiguity can end relationships, waste millions and sometimes billions of dollars, and even close the doors of a business. Despite the fact that cloudiness has no place in contracts, ambiguities often manage to seep in and penetrate even seemingly well-constructed agreements. Unfortunately, this can have disastrous consequences for everyone involved. In far too many cases, someone else is tasked with determining the meaning of the misplaced ambiguity, usually a judge or arbitrator. In case of disagreement, the evaluating party must interpret the disputed terms and clauses. Of course, interpretation isn`t exactly a quick and easy business, but there are certain rules that judges and arbitrators use to guide the process. Disclaimer: SecureDocs, Inc. and its affiliates do not provide legal advice. This blog has been written for informational purposes only. Therefore, it is not legal advice and should not be construed as such. Please consult an appropriate professional for advice on legal matters. Contrary to the request, BOCES argued that there was an ambiguity in the purchase agreement, which expressly provided that the underlying lease could not be renewed without mutual agreement.

In response to this argument, Justice DeStefano argued that whether a document is ambiguous is a question of law to be decided by the court, and that the determination of the intention of the parties should be made as a question of law – whereas in this case the intention is evident at all corners of a clearly articulated agreement. 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. Of course, not vague. No confusion about meaning. Laws promulgated must be clear and unambiguous in order to be easily understood by all. The case concerned the interpretation of a 10-year lease agreement between the parties and a subsequent purchase agreement between the parties, concluded approximately one year before the end of the lease term. BOCES had agreed to buy the leased property for $12 million. The district disagreed, filed a lawsuit for the rent, and at the district`s request for summary judgment, the Honorable Vito M.

DeStefano of the Commercial Division of the Nassau County Supreme Court approved the district. Last month, I successfully filed summary judgment on behalf of the Bellmore-Merrick Central High School District (the District) against the Board of Cooperative Educational Services of Nassau County (“BOCES”) in a contract interpretation case that resulted in a monetary judgment in favor of the county of over $680,000.00. Uncertainty or doubt about the meaning of the language. These principles are covered in our third article, so stay tuned for additional episodes of this blog series! Sometimes courts decide the meaning of ambiguous language based on who was responsible or to blame for the ambiguity. If only one party knew or should have known about the ambiguity, the subjective knowledge of the unsuspecting party will prevail over the meaning. If both parties knew or should have been aware of the uncertainty, the court will consider the subjective understanding of both parties. Ambiguity no longer exists when the parties agree on its meaning. If the parties do not agree and the ambiguous provisions are essential, no contract is concluded without mutual consent. In constitutional law, laws whose wording is ambiguous are null and void because of their vagueness. The wording of these laws is considered so vague and uncertain that a reasonable person cannot determine, based on what the law is supposed to order or prohibit. This legal ambiguity deprives a person of the obligation of due process of service and thus renders the law unconstitutional.

Most people probably understand the general definition and meaning of ambiguity when used in a sentence. Overall, something ambiguous is if not clear. However, ambiguity in a treaty has a slightly more nuanced connotation. A particular clause or clause in a contract is generally considered ambiguous if it is subject to more than one reasonable interpretation. For example, if someone says he/she wants a gala apple grown in New Zealand, it`s pretty clear what the person wants. However, if someone simply says that they crave a fruit, it is not clear exactly what the person means, and in reality, the possibilities are numerous. Justice DeStefano concluded “in reviewing the purchase agreement in its entirety” that BOCES was required to pay rent for a period of five months because the contract expressly stated that the lease “would be terminated upon conclusion” (paragraph 4); The conclusion takes place on 1. July 2018 or 30 days after receipt of the approval to divide the lots, whichever is later (paragraph 5); â between the date of this Agreement and the closing date [t]he current lease remains in effect” (paragraph 21); and that “rentâ” is divided on the deadline (paragraph 8).â There are two categories of ambiguities: latent and patent.

Latent ambiguity occurs when the language used is clear and intelligible, so that it suggests meaning, but an extrinsic fact or evidence creates a need for interpretation or a choice between two or more possible meanings. In a classic case, Raffles v. Wichelhaus, 159 Eng. Rep. 375 (ex 1864), a contract was made for the sale of 125 bales of cotton to arrive on a ship called Peerless, from Bombay, India. Unbeknownst to the Contracting Parties, two ships of the same name must arrive from the same port in different months of the same year. This extraneous fact required the interpretation of an otherwise clear and precise contractual term. In such cases, extrinsic or parol evidence may be admitted to explain what was meant or to identify the assets mentioned in the letter.

Construction canons are essentially the principles used to interpret a written document. Judges and arbitrators use these canons to analyze and interpret legal and conventional language, although the principles underlying the construction of these different types of instruments vary slightly. Examples of these principles of interpretation are an analysis of simple and ordinary meaning, the definition of art concepts, and the evaluation of authors` intent, which we will discuss in detail in our second contribution. When language can be understood by a reasonable person in more than one way, there is ambiguity. It is not the use of particular words or ordinary words used in a particular sense. Words are ambiguous when their meaning is not clear to people with competent knowledge and the ability to understand them. The closing of the sale of the property took place five months after the end of the lease term. At closing, BOCES refused to pay five months` rent, which the district claimed to have accumulated until the property was completed, arguing that the lease had expired five months earlier and that, therefore, BOCES was not required to pay the rent.