Commercial Division Blog

Posted: April 12, 2019 / Categories Commercial, Contracts

Contra Proferentem Doctrine Does Not Apply When Contract is Unambiguous and the Parties are Sophisticated

On April 2, 2019, the First Department issued a decision in Churchill Real Estate Holdings LLC v. CBCS Wash. St. LP, 2019 NY Slip Op. 02472, rejecting the application of the contra proferentem doctrine, explaining:

Contrary to defendants' contention, the doctrine of contra proferentem is inapplicable here, because the language of the agreement is unambiguous, and because the parties are sophisticated.

(Internal citations omitted).

New York contract law--usually straightforward--has traps for the unwary, like the rule, which the court declined to apply here, that ambiguities in a contract are interpreted against the drafter. Contact Schlam Stone & Dolan partner John Lundin at if you or a client face a situation where you are unsure how to enforce rights you believe you have under a contract.