The Forthright Negotiator Principle and the Legitimate Role of Ambiguity in Contracts


Common sense suggests that contracts should be clearly drafted. However, owing to social and economic factors, ambiguities may be not only rational, but desirable. Many courts, including those in Delaware, have adopted rules of construction to help minimize the transaction costs associated with ambiguous contracts. The forthright negotiator one such rule.

The article below was first published in the Commercial Law Newsletter - a Joint eNewsletter of the Commercial Finance and Uniform Commercial Code Committees of the American Bar Association Section of Business Law.

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DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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