Contra proferentem is a rule of contractual interpretation which provides that an ambiguous term will be construed against the party that imposed its inclusion in the contract - or, more accurately, against (the interests of) the party who imposed it.

Here is what is interesting, a number of preprinted “standard form” agreements still incorporate “ambiguities” that were intended to protect the sellers, at a time when it was mistakenly believed that everyone must work for the seller.

It was thought that in order to forestall a buyer from alleging misrepresentation, in relation to minor discrepancies in the dimensions of the property and escape from what was otherwise a binding contract, it was decided to insert the following (more or less) ambiguity.

“having a frontage of .....(insert).... more or less, by the depth of .....(insert).....more or less...... etc..”

Supposedly this would allow the seller to claim that any discrepancy was only minor, but this only led to buyers claiming the discrepancies were major and is seeking the contract be declared void or seeking a reduction in the purchase price and it was left up to the courts and the ensuing litigation costs to decide who was right.

Fast forward to the day of “buyer’s agents” where the accepted agreement (contract) in a real estate transaction is deemed by the courts to be the buyer’s agreement, drafted by his “buyer’s agent” and therefore all ambiguities contained therein are interpreted against the interest of the buyer.

Buyer’s Agent Beware, because you were negligent in failing to apply your due diligence in confirming the properties dimensions and/or in removing all ambiguities from the contract, you therefore breached your fiduciary duty to the buyer, who is now suing you and seeking compensation for his original loss together with his litigation costs in relation to his unsuccessful suit against the seller.

Have a nice day !!!!

Important Notice: This information is provided as basic educational information by the author and is not a substitute for the advice of an expert and/or the advice of a lawyer. There is NO representation as to legality, accuracy, correctness of the herein information and the reader is strongly urged to consult a lawyer in the relevant jurisdiction to ensure accuracy before acting on this information

Just a note of substantiation for the DA's Post. I worked with a Owner who had the Misfortune of having Purchased one of those Un-Surveyed Parcels 1 year BEFORE I met him. His Warranty Deed read 89 Acres +/- (meaning more or less, also plus or minus).

He was a New Yorker, and the Broker selling the property to him probably felt he would never set foot on the premises. But he was wrong with this one. On my recommendation, the Owner had the property Surveyed and came to discover that he had been "shorted" 49 Acres. There was only 40 Acres. He brought suit against:

The Sellers; (The heirs of the Deceased Seller)
The Broker and the SalesPerson
The Bank;
His "Original" Attorney; and
The Seller's Attorney.

It took over 5 years, and HE WON (a Paltry Sum) but this lower Court in Vermont held that +/- could be interpreted as meaning as much as a 10% difference between what was represented and what was actually conveyed . . . . Not a shortage of 55%.

I would imagine that the Seller could also move to have a Sale Recinded if they could demonstrate that they had inadvertently conveyed an amount 10% GREATER than what was intended. But that was not my experience . . . . only the Shortage.

If you have to estimate, try to get well within 10%. Better yet, DON'T ESTIMATE !

P.S. One of the most memorable aspects of this Trial was when the Broker's EX-GirlFriend testified how she distinctly recalled the Broker standing out in the road embellishing the Lot Lines, pretending to possess a knowledge of the territory that was actually well beyond his capacity. She recalled it perfectly; while his memory failed him !

SO: Don't Estimate; Don't embellish; Don't burn bridges with Former Lovers.

"Hell Hath No Fury as a Woman Scorned"