patent ambiguity

Drafting Error

Flaws in the writing process often result in sentences that make no sense. These errors are obvious.

Interpretation Standard

Courts generally resolve internal contradictions by looking for the most reasonable reading of the whole document. When a patent ambiguity is found, the specific clause may be struck down entirely if it cannot be reconciled with the rest of the text. This outcome creates uncertainty for both sides.

Judges typically refuse to hear testimony about what the parties meant if the error is on the face of the contract. The written word stands or falls on its own.

Litigation Risk

Obvious mistakes invite challenges from parties looking for a way out of an agreement. If a patent ambiguity exists, a counterparty might use the confusion to delay their performance or to demand a renegotiation of the price. The cost of a small typo can be an expensive trial.