Contra proferentem
Contra proferentem is the rule that lingering doubt about what a clause means is resolved against the party that put the clause forward. In Ledcor v. Northbridge, the Supreme Court of Canada said it applies only if ambiguity remains after the other interpretation principles.
The rule matters when a clause in a purchase agreement, lease, loan or insurance policy can be read two ways and the parties disagree. It is a last step, not a first one. See what should be in a business purchase agreement for the clauses whose wording is worth reading closely.
The common-law approach
In Ledcor Construction Ltd. v. Northbridge Indemnity Insurance Co., the majority said only if ambiguity still remains after the other principles are applied can the rule be employed to construe the policy against the insurer. There, it held that the general rules of contract construction resolved the ambiguity, so it was not necessary to turn to the rule. The case concerned a standard form insurance policy; ask a lawyer how it would apply to a negotiated agreement.
Quebec
Article 1432 of the Civil Code of Québec provides that, in case of doubt, a contract is interpreted in favour of the person who contracted the obligation and against the person who stipulated it, and in all cases in favour of the adhering party or the consumer.
Sources
This definition is checked against primary sources. Links were last confirmed on the dates shown.
- 01Supreme Court of CanadaCourt decisionLedcor Construction Ltd. v. Northbridge Indemnity Insurance Co., 2016 SCC 37, [2016] 2 SCR 23 (Internet Archive capture of 2026-10-24)
- 02Éditeur officiel du QuébecGovernmentCCQ-1991 - Civil Code of Québec
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