Q&As

Will ambiguous drafting of standard terms and conditions be construed against the originator?

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Last updated on 30/08/2017

The following Commercial Q&A provides comprehensive and up to date legal information covering:

  • Will ambiguous drafting of standard terms and conditions be construed against the originator?

Will ambiguous drafting of standard terms and conditions be construed against the originator?

The basic approach of contract interpretation as provided by Lord Hoffmann’s five principles in Investors Compensation Scheme (see Practice Note: Contract interpretation—the guiding principles) is supplemented by general guidelines (known as 'canons of construction') which can be used to assist in ascertaining the meaning of a written contract. The contra proferentem principle is one of those canons of construction.

Where there is doubt about the meaning of a contract, the contra proferentem principle is applied, where the ambiguity identified cannot be resolved through other methods of construction. The words under review will be construed against the the proferens (either the party who put the clause forward or who benefits from it).

Recent case law suggests that the principle has 'little utility' in commercially

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Key definition:
Originator definition
What does Originator mean?

Another term for reference medicinal product, which has been granted a authorisation'>marketing authorisation (MA) on the basis of a complete dossier in accordance with Articles 8(3), 10a, 10b or 10c of Directive 2001/83/EC, and to which the application for MA for a generic medicinal product refers, by demonstration of bioequivalence.

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