Besides the general rules of interpretation, the Convention on Contracts for the International Sale of Goods (CISG), Principles of European Contract Law (PECL), Principles of International Commercial Contracts (PICC) and Draft Common Frame of Reference (DCFR) also contain some specific rules which need to be examined.

CONTRA PROFERENTEM RULE

The contra proferentem rule is a widely recognized interpretation rule which also found its place in the PECL, the UNIDROIT Principles and the DCFR. The CISG does not contain an express article on contra proferentem, which created a discussion about the application of the rule to contracts governed by this instrument.

DEFINING THE RULE

The contra proferentem rule is an interpretation rule which holds that ambiguities in the language of a contract should be construed against the drafter of the unclear contract clause. It is an interpretative maxim of ius commune which found its place in continental jurisdictions “ under the guise of judge-made rules developed alongside the codifications ”.

It is expressed by the ancient formula verba cartarum fortius accipiuntur contra proferentem in Bacon's Maxims of the Law. Bacon states that “this rule, that a man's deeds and his words shall be taken strongliest against himself, though it be one of the most common grounds of the law, it is notwithstanding a rule drawn out of the depth of reason”. He acknowledges that “the force of this rule is in three things, in ambiguity of words, in implication of matter, and reducing and qualifying the exposition of such grants as were against the law, if they were taken according to their words”.

Four grounds have been given in the literature for the application of the contra proferentem rule. Accordingly,

It is the second rationale which is adopted in the comments of the PECL Article 5.103 and the Article 4.6 UNIDROIT Principles on contra proferentem rule that we will examine below.