California Civil Jury Instructions (CACI)

320. Interpretation—Construction Against Drafter

In determining the meaning of a term of the contract, you must first consider all of the other instructions that I have given you. If, after considering these instructions, you still cannot agree on the meaning of the term, then you should interpret the contract term against [the party that drafted the term] [the party that caused the uncertainty].

New September 2003

Directions for Use

This instruction should be given only to a deadlocked jury, so as to avoid giving them this tool to resolve the case before they have truly exhausted the other avenues of approach.

Sources and Authority

  • Civil Code section 1654 provides: “In case of uncertainty not removed by the preceding rules, the language of a contract should be interpreted most strongly against the party who caused the uncertainty to exist.”
  • Section 1654 states the general rule, but this canon does not operate to the exclusion of all other rules of contract interpretation. It is used only when none of the canons of construction succeed in dispelling the uncertainty. (Pacific Gas & Electric Co. v. Superior Court (1993) 15 Cal.App.4th 576, 596 [19 Cal.Rptr.2d 295], disapproved on other grounds in Advanced Micro Devices, Inc. v. Intel Corp. (1994) 9 Cal.4th 362, 376–377 [36 Cal.Rptr.2d 581, 885 P.2d 994].)
  • “The trial court’s instruction . . . embodies a general rule of contract interpretation that was applicable to the negotiated agreement between [the parties]. It may well be that in a particular situation the discussions and exchanges between the parties in the negotiation process may make it difficult or even impossible for the jury to determine which party caused a particular contractual ambiguity to exist, but this added complexity does not make the underlying rule irrelevant or inappropriate for a jury instruction. We conclude, accordingly, that the trial court here did not err in instructing the jury on Civil Code section 1654’s general rule of contract interpretation.” (City of Hope National Medical Center v. Genentech, Inc. (2008) 43 Cal.4th 375, 398 [75 Cal.Rptr.3d 333, 181 P.3d 142].)
  • This rule is applied more strongly in the case of adhesion contracts. (Badie v. Bank of America (1998) 67 Cal.App.4th 779, 801 [79 Cal.Rptr.2d 273].) It also applies with greater force when the person who prepared the writing is a lawyer. (Mayhew v. Benninghoff (1997) 53 Cal.App.4th 1365, 1370 [62 Cal.Rptr.2d 27].)

Secondary Sources

1 Witkin, Summary of California Law (10th ed. 2005) Contracts, § 757

13 California Forms of Pleading and Practice, Ch. 140, Contracts, § 140.32 (Matthew Bender)

27 California Legal Forms, Ch. 75, Formation of Contracts and Standard Contractual Provisions, § 75.15 (Matthew Bender)

2 Matthew Bender Practice Guide: California Contract Litigation, Ch. 21, Asserting a Particular Construction of Contract, 21.15