Ambiguous wording in contracts

This article appeared on this blog over 6 years ago, but it has come up in the viewing stats recently so it may be time for another airing…

IP Draughts

One of the tasks of the contract draftsman is to try to avoid using words and phrases that could have more than one meaning.  Here are a few expressions (only some of which regularly feature in contracts) that could mean the opposite of one another, depending on the context:

  1. To the Licensor’s knowledge, the moon is made of cheese…  This is usually intended to mean “as far as the Licensor is aware”, but it could conceivably be interpreted as a statement that the Licensor has personal knowledge that enables him to assert positively the composition of the moon.  We prefer to use the “as far as aware” formula, as it does not have this potential ambiguity.  (There is a separate question as to whether such a warranty implies any duty to check or do searches, but that is a different issue.)
  2. Completion. In contracts, completion often refers to an…

View original post 151 more words

Leave a comment

Filed under Uncategorized

Leave a Reply

Please log in using one of these methods to post your comment: Logo

You are commenting using your account. Log Out /  Change )

Google+ photo

You are commenting using your Google+ account. Log Out /  Change )

Twitter picture

You are commenting using your Twitter account. Log Out /  Change )

Facebook photo

You are commenting using your Facebook account. Log Out /  Change )

Connecting to %s

This site uses Akismet to reduce spam. Learn how your comment data is processed.