CACI No. 320. Interpretation - Construction Against Drafter

Judicial Council of California Civil Jury Instructions (2023 edition)

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320.Interpretation - Construction Against Drafter
In determining the meaning of the words 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 words, then you should interpret the contract against [the party that
drafted the disputed words/the party that caused the uncertainty].
New September 2003; Revised December 2014
Directions for Use
This instruction may be given with CACI No. 314, Interpretation - Disputed Words.
See the Directions for Use and Sources and Authority to that instruction for
discussion of when contract interpretation may be a proper jury role.
Sources and Authority
Language Interpreted Against Party Causing Uncertainty. Civil Code section
“[T]his [Civil Code section 1654] canon applies only as a tie breaker, when
other canons fail to dispel 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].)
“[I]f the uncertainty is not removed by application of the other rules of
interpretation, a contract must be interpreted most strongly against the party who
prepared it. This last rule is applied with particular force in the case of adhesion
contracts.” (Badie v. Bank of America (1998) 67 Cal.App.4th 779, 801 [79
Cal.Rptr.2d 273], internal citations omitted.)
“[T]he doctrine of contra proferentem (construing ambiguous agreements against
the drafter) applies with even 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 (11th ed. 2017) Contracts, § 780
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

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