Publications

Contra Proferentum: Sophisticated Entities Negotiating

August 30, 2006
New York Law Journal

The oft-cited doctrine of contra proferentum, meaning “against the offeror,” provides that where terms of a contract are ambiguous, the terms are to be construed against the drafter of the contract. In the insurance context, this is just another way of saying that ambiguous terms in an insurance policy are to be construed against the insurance company. One can find an endless supply of cases, decided in New York and elsewhere, repeating this doctrine like a mantra. However, the applicability of the doctrine may not be as automatic as one might think.