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Rules of Construction

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Ut Res Magis Valeat Quam Pereat - Liberal and favorable construction

Without Prejudice, Rule

verbe ambigua fortius accipiuntur contra proferentem

The rule of the English law is directly the reverse, and the words of an engagement are to be construed most strongly against the person engaging.

Contra proferentem rule
Last updated: 06-Oct-2014

Doe d'Davies v Williams (1788) 1 Hy Bl 25.

Verba fortius accipiuntur contra proferentem(words are to be interpreted most strongly against him who uses them).

In Brownrig v Wright 2 B & P 13 Lord Eldon said:

…it is certainly true that the words of a covenant are to be taken most strongly against the covenantor; but that must be qualified by the observation, that a due regard must be paid to the intention of the parties as collected from the whole context of the instrument.

Lord Bacon, in commenting upon the general maxim says:

…it is to be noted that this is the last rule to be resorted to, and is never to be relied upon out where all other rules of exposition of words fail, and is any other rule come in place, this giveth place; … this being a rule of some strictness and rigour, doth not as it were its office but in the absence of other rules which are of some equity and humanity.

Burton & Co v English & Co (1883) 12 QBD 218 from judgment of Bowen LJ at p. 222:

There is … another rule of construction which one would bring to bear upon this charterparty, and that is, that one must see if this stipulation which we have got to construe is introduced by way of exception or in favour of one of the parties to the contract, and if so, we must take care not to give it an extension beyond what is fairly necessary, because those who wish to introduce words in a contract in order to shield themselves ought to do so in clear words.

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