Legal Memorandum: Ambiguous Provisions in Contracts

Issue: Is there Minnesota case authority to support the rule that when a contract provision is ambiguous, the ambiguity is construed against the drafter?

Area of Law: Business Organizations & Contracts
Keywords: Ambiguous provisions; Contracts; Construed against the drafter
Jurisdiction: Minnesota 
Cited Cases: 537 N.W.2d 291; 622 N.W.2d 147; 649 N.W.2d 142
Cited Statutes: None
Date: 03/01/2012

Hilligoss v. Cargill, Inc., 649 N.W.2d 142, 148 (Minn. 2002) (stating, “A fundamental principle of contract law is that when contract language is reasonably susceptible of more than one interpretation it is ambiguous, and ambiguous contract terms must be construed against the drafter.”).

Gen. Mills., Inc. v. Gold Medal Ins. Co., 622 N.W.2d 147 (Minn. Ct. App. 2001) (stating the doctrine of contra proferentem, according to which an ambiguity in a document is to be construed unfavorably to the drafter, and noting that relatively equal bargaining power does not preclude the application of this doctrine).

Ecolab, Inc. v. Gartland, 537 N.W.2d 291 (Minn. Ct. App. 1995) (stating that when a contract is susceptible of two interpretations, the court will adopt the one more favorable to the party who did not draft the instrument).


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