CACI 320 Interpretation—Construction Against Drafter

California Civil Jury Instructions CACI

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].

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 1654.

“[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