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AMI 2424 Contract Interpretation—Construction Against One Who Drafted Contract

Arkansas Supreme Court Committee On Jury Instructions-Civil

Ark. Model Jury Instr., Civil AMI 2424
Arkansas Model Jury Instructions-Civil
November 2021 Update
Arkansas Supreme Court Committee On Jury Instructions-Civil
Chapter 24. Contracts
Contract Interpretation
AMI 2424 Contract Interpretation—Construction Against One Who Drafted Contract
If you cannot determine the intention of the parties after considering the instructions that I have already given you concerning the interpretation of the ambiguous language in the contract, then you should interpret the ambiguous language against the party who prepared the contract.
NOTE ON USE
This instruction should not be used where disputed extrinsic evidence has been offered to establish the meaning of the ambiguous language.
This instruction should be used as the final instruction pertaining to contract interpretation and should reference the previous instructions in the set pertaining to contract interpretation.
It may be inappropriate to give this instruction where both parties negotiated the written language of the contract.
COMMENT
The rule that ambiguous language should be construed against the drafter is subordinate to the rule that the fact finder should never adopt a construction that neutralizes a contract provision when the contract can be construed to give effect to all of its provisions. It is also subordinate to the primary rule that the intention of the parties be ascertained and effectuated. See Sturgis v. Skokos, 335 Ark. 41, 977 S.W.2d 217 (1998) (affirming chancellor's implied rejection of rule that ambiguity should be construed against drafter when parties' course of performance conclusively demonstrated their intent); Les–Bil, Inc. v. General Waterworks Corp., 256 Ark. 905, 511 S.W.2d 166 (1974) (“The dominant rule is that interpretation of a contract is controlled by the intention of the parties.”); Saltzman–Guenthner Clinic, Ltd. v. Burnett, 5 Ark. App. 56, 632 S.W.2d 441 (1982) (“This rule must, however, give way in this cause to other rules of construction in our attempt to determine the parties' intent….”). This instruction reflects these principles by requiring the jury to first attempt to ascertain the parties' intent through the dominant rules of construction before resorting to the subordinate rule and construing the ambiguous language against the drafter. Where disputed extrinsic evidence has been offered to establish the meaning of the ambiguous language, this rule does not apply. Tri-Eagle Enterprises v. Regions Bank, 2010 Ark. App. 64.
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