Are 'no contra proferentem' clauses enforceable? It seems the point they exist is to increase fairness and removing them would inherently make contracts less fair. Also, is there another name from contra proferentem? I seem to recall reading one once, like Equal Interpretation (which stated the most common sense interpretation of the clause would be used, regardless who wrote it), but I may be mistaking.

1 Answer 1


Yes, no contra preferentem clauses are enforceable. It may make contracts “less fair” but, in general, contracts do not have to be fair.

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    Any authority for this?
    – bdb484
    Oct 30, 2018 at 12:29
  • I am not sure about this. Certain amount or extent of unfairness starts to contradict the covenant of [good faith and] fair dealing which is presumed/prerequisite in contract law. Additionally, agreeing to a "no contra proferentem" clause suggests that the non-draftsman's acceptance results from coercion or is not made knowingly. Oct 30, 2018 at 15:01
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    If both parties are knowledgeable and skillful in the field, they may be satisfied that the contract language is acceptable, and need not be interpreted against the drafting party. On the other hand if the drafter is also the party with the market advantage, particularly in a consumer contract, such a clause might be held void as against public policy, or even be barred by statute. That would depend on the jurisdiction. Oct 30, 2018 at 18:31
  • But contra proferentem is only invoked as a last resort. Isn't it only used when it has to be, thus such provisions are pointless?
    – AceCool
    Nov 16, 2020 at 3:57

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