Abstract

This commentary focuses on Article 4.6 of the UNIDROIT Principles of International Commercial Contracts (PICC) concerning the contra proferentem rule. According to the contra proferentem rule, in cases of doubt contractual terms are to be interpreted against the party supplying them. Art 4.6 can be understood as an attempt to prevent bad drafting from the outset and to educate the parties to pay attention to the drafting process. This commentary discusses the requirements for the contra proferentem rule, with particular emphasis on irremediable ambiguity and contract terms supplied by one party. It also considers contractual interpretation against the supplier and the burden of proof of the party wishing to rely on an interpretation against another party under Art 4.6.

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