Another court, this time the English High Court, has again said that the contra proferentem rule will only be applied where there is more than one reading that can make sense of the words or where the wording of a clause is so ambiguous as to be incapable of meaning.

The court said:

“I accept that a court must be careful not to overstep the mark in using tools of construction to resolve genuine ambiguities in a contract. The difficulty here though lies in identifying what the ambiguity is. No other reading than that advanced as the Claimant’s third suggestion makes any sense of the words. Where there is no ambiguity, there is no role for the application of the contra proferentem principle to favour a different reading. The court must simply decide whether on the one hand the wording of the clause can properly be construed in a way that makes sense or alternatively whether it should disregard the clause as being so ambiguous as to be incapable of meaning.”

The court confirmed that, insofar as the parties agree to terms in a contract, the court should, as far as possible, give meaning to those terms.

Daniel Makin v Protec Security Group Limited and Others [2025] EWHC 895 (KB)