The Value of Identifying Different Kinds of Ambiguity

I noticed this post on ContractsProf Blog. It involves a fight over what “the fee” meant in a contract. Did it mean this fee or that fee?

Ah, says I, that’s an instance of antecedent ambiguity. That’s where you allude to something mentioned elsewhere in a contract, but it’s arguably unclear what you’re actually referring to. See this post and this post for examples.

I have the general notion that if you want to understand something, it’s best to categorize it and give a name to it. That’s why I identified this kind of ambiguity and gave it the name “antecedent ambiguity.” If you see a bunch of examples of antecedent ambiguity, it’s more likely that you’ll be alert to it appearing in your contracts. More alert than you’d be if you encountered the dispute over “the fee” jumbled with other kinds of ambiguity (lexical, part-versus-the-whole, syntactic, and so on).

About the author

Ken Adams is the leading authority on how to say clearly whatever you want to say in a contract. He’s author of A Manual of Style for Contract Drafting, and he offers online and in-person training around the world. He’s also chief content officer of LegalSifter, Inc., a company that combines artificial intelligence and expertise to assist with review of contracts.