Latent ambiguity is any type of uncertainty or doubtfulness in a legal agreement, contract, or document that isn't immediately clear.

The word “ambiguity” refers to an uncertainty of signification or doubtfulness due to multiple meanings of a single word. In a legal sense, latent ambiguity is confusion resulting from a word or term with multiple meanings that isn't clear when reading a legal document. This ambiguity usually becomes clearer when a collateral matter provides knowledge and additional insight

When latent ambiguities are present, extrinsic evidence can be used to clear the confusion up, but this type of evidence can't be used for patent ambiguities . In a will, a latent ambiguity isn't immediately discoverable when reviewing the document but becomes clearer when considering the extrinsic circumstances.

This example is a case law that pertains to latent ambiguity. In Amigo Broad., LP v. Spanish Broad. Sys., 521 F.3d 472, the court examined the contract's subject matter and all surrounding circumstances to determine whether latent ambiguity was present. When the meaning of words or phrases within the contract are confusing or uncertain when applied to the contract's subject matter, latent ambiguity often exists. However, latent ambiguity cannot be caused by evidence of intent being admitted or submitted.

Latent ambiguity is somewhat unclear among legal authorities, but the distinction between latent and patent ambiguities in written documents is plain and broad. The evidence rule has one exception, which is the use of extrinsic evidence. This type of evidence can be used to figure out whether the parties attribute meaning to specific provisions or terms of the document.

Latent Ambiguity in Court

A court will often provide the common meaning or obvious meaning in the contract's context for the term. For example, the term might be used in a certain way in a specific trade. However, provisions and terms included in contracts can still be ambiguous. When this is the case, the ambiguities are split into patent and latent categories. External evidence may be brought in to eliminate the confusion around the ambiguity that comes up when reviewing the document. This type of ambiguity is referred to as a patent ambiguity.

In its broad sense, patent ambiguity is a confusing term or provision that appears on the surface of the legal document. The two types of ambiguities are similar, but you can better understand the differences by noting the two types of patent ambiguities. When you understand the two types, it becomes clearer how they differ from>

Extrinsic Evidence

Certain patent ambiguities allow for the presentation of extrinsic evidence, while others don't. Lord Francis Bacon, an English jurist and attorney general, wrote of the ambiguitas patens, which seems to include the patent ambiguities that don't rely on extrinsic evidence. In this sense, a patent ambiguity exists when it's clear that something additional needs to be included in the document before it's clear what was meant by the provision or phrase. After this is added, no additional evidence can be supplied or admitted.

According to Lord Bacon, admitting such evidence would create the action without a deed, but the law requires that a contract or legal document must pass by deed. The main principle on this subject would be ignored by allowing oral evidence to change what may be meant by the words in a document.

In the Colpoys v. Colpo ps, Jacob 451, one involved party pointed out the confusion of that idea, stating that patent ambiguity requires no extrinsic evidence or explanation. In a written document, a patent ambiguity requiring something to be added for clarity can't be explained by extrinisic evidence or the document becomes void.

When an expression can have more than one meaning, ambiguity exists on the face of the document. As a result, the involved parties may be able to use extrinsic evidence because the law is reasonable and allows the reader to use the same method as the writer for clarifying the meaning behind a phrase or provision. In many cases, the evidence provided to explain patent ambiguity changes the meaning of the document and creates a latent ambiguity that didn't previously exist.

If you need help with latent ambiguity, you can post your legal need on UpCounsel's marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb.