The two seem very similar in purpose. Here is an example of one each:


No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.


Contra Proferentem. Each provision of this Deed will be interpreted without disadvantage to the party who (or whose representative) drafted that provision.

Does "strict construction" usually mean "don't consider context as much as you usually would when interpreting this document"?

2 Answers 2


What's the difference between “no strict construction” and “contra proferentem” clauses in contracts?

The expression "no strict construction" provides some flexibility regarding the compliance with the contract. The parties may depart from the literal language of the contract as long as their departure does not defeat the purpose or intent of that contract. Unless prescribed differently, the principle of "strict construction" would equally constrain the conduct of all the parties to the contract.

Contra proferentem disfavors only the party who drafted a contract. The doctrine is applicable where the language of a clause is simultaneously consistent with reasonable interpretations which would lead to opposite outcomes.

The rationale behind contra proferentem is that the party who drafted the contract is presumed to outweigh the counterparty in terms of bargaining power. Thus, the doctrine seeks to somehow compensate that disparity in bargaining power whereas there is no element of compensation in the principle of "[no] strict construction".

Note that the excerpt you posted in regard to contra proferentem is contradictory. By definition, contra proferentem entails a disadvantage to the party who drafted the provision at issue. Instead, the first sentence in the excerpt should state something in the sense of "No contra proferentem" or "Invalidation of contra proferentem".


You always have situations where two parties worked together to create the exact wording of a contract, and situations where one party alone created the contract with minimum input of the other side.

If you hired a competent lawyer to negotiate the contract, and I hired a competent lawyer at all, then one would assume that the words of the contract specify exactly what we both wanted. After all, that's why we hired lawyers. So if this contract goes to court, the judge should assume that it means exactly what it says. There should be nothing unclear in it. Nobody can say "but I meant ... ".

If you hired a lawyer to set up the contract, and I just signed, then you had every opportunity to make everything in the contract clear. If you didn't, that's your own fault (and your lawyers fault). If you did it to rip me off, it's even more your fault. If this contract goes to court, then the judge should look at everything that could be interpreted in different ways in the way that is best for me and worst for you.

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