This chapter studies ambiguity and the interpretive rules courts use when contractual language can reasonably bear more than one meaning. The Doors of Moria is an ideal companion, reminding readers that a single phrase can conceal multiple plausible readings until context unlocks the right one.
Doctrinal map
Ambiguity is the burden-allocation problem of interpretation. The party asserting the narrower meaning must usually prove it. Frigaliment Importing v. B.N.S. — was ‘chicken’ broilers or also stewing hens? — is the classroom anchor. The chapter introduces the interpretive hierarchy (express terms, course of performance, course of dealing, usage of trade; UCC § 1-303; R2d § 202) and the distinction between patent ambiguity (visible on the face) and latent ambiguity (revealed only by extrinsic facts).
Key Sources
Key Rules
- R2d § 201: Whose meaning prevails
- R2d § 202: Rules in aid of interpretation
- R2d § 203: Standards of preference in interpretation