What Is Patent Ambiguity?

Patent ambiguity refers to uncertainty on the face of a legal document. This gives the agreement or contract an indefinite meaning. When a document includes a patent ambiguity, no external evidence can show the testator's intention, which remains unclear. A patent ambiguity may invalidate an agreement or contract.

Patent Ambiguity: What Is It?

Also known as intrinsic ambiguity, ambiguitas patens, or Section 93 of the Indian Evidence Act, patent ambiguity makes the intention behind a legal document unclear. Relying on the plain meaning of the words doesn't allow for clear interpretation. Instead, the document's obscure or senseless language makes its overall meaning ambiguous.

This happens, for instance, when a contract includes two sale prices that contradict each other. Patent ambiguities also arise in last wills and testaments, such as when a will doesn't state the gift for the beneficiary or offers the gift to many beneficiaries. Courts often find that a last will with a patent ambiguity is invalid. Most won't consider outside evidence to decide the meaning of the testator's intent.

Why Is Patent Ambiguity Important?

Patent ambiguities are different from latent ambiguities, or Section 95 of the Indian Evidence Act. The latter happens when a document's language is clear. However, external evidence or information means one could interpret it in at least two different ways.

A latent ambiguity also arises when the language in a document doesn't match a particular person or thing, but two or more persons or things match the description when combined. In this case, extrinsic evidence may clear up the ambiguity. If it doesn't, the contract may become invalid.

Latent ambiguities often arise in construction contracts, usually from:

  • general conditions
  • the principal agreement
  • change orders.

Normally, ambiguous language in a contract is interpreted against the party that created it. In the case of public construction contracts, it's the contractor's responsibility to name and resolve ambiguities before signing the contract. After signing, contractors can argue only latent ambiguities.

As PENNDOT vs. Mosites Construction Co. illustrates, the parties agreed the latter would be paid in pounds of steel. The contract didn't include the weight of washers, nuts, or bolts in its calculation. The contractor didn't realize this until after signing. The ambiguity wasn't clear on the face of the contract. Both the Board of Claims and the Commonwealth Court decided the ambiguity was latent and ruled in favor of the contractor.

Latent ambiguities can also affect contractors placing bids. When bidding for an FDA contract, a latent ambiguity prevented the RELI Group from competing intelligently for a contract. However, a latent ambiguity in a solicitation from Miracle Systems still resulted in a rejected proposal. Companies such as IAP, Singleton Enterprises, Deco Security Services, Input Solutions, Inc., Ashe Facility Services, Inc. Ashland Sales and Service Company, and The Arora Group, Inc. all alleged latent ambiguities against government agencies as well.

Latent ambiguities also arise in last wills and testaments. This especially happens when the wording may apply to a number of people or objects. For instance, a will may refer to a name that several family members share or to a name that combines multiple family members' names.

The case Horadam V. Stewart explores the ambiguity that happens when interpreting the phrase, "the royalties from all posthumous publication of any of my works" from a last will. To resolve the case, the court first decided if the wording was ambiguous. Then it decided the ambiguity was latent. The court then allowed various evidence to understand the testatrix's intent.

Common Mistakes

  • Including either type of ambiguity in a legal document. When drafting a contract or agreement, use language that is as clear and concise as possible without leaving out important information. Doing this will make the document easier to understand and will remove multiple interpretations.
  • Assuming an ambiguity allows the court to rewrite the document in question. When considering evidence to resolve an ambiguity, courts don't allow legal representatives to rewrite or add words to a document. Instead, they may use evidence to interpret the testator's intention only.
  • Believing an attorney is liable for ambiguities. Courts have held attorneys liable for omitting clauses from legal documents. However, lawyers are not liable for drafting ambiguous documents.

Frequently Asked Questions

  • What Is Extrinsic Evidence?

This is information from sources outside the document in question. Courts usually won't allow extrinsic evidence when considering a patent ambiguity. When resolving a latent ambiguity, courts may consider the testator's age, relationships with beneficiaries, and understanding of the language in the agreement.

  • What Is Parol Evidence?

This is oral information provided to explain the unclear part of an agreement or contract.

  • What Is the Parol Evidence Rule?

This is considered a substantive rule of law. It limits the admission of verbal agreements that may have been made before or at the time of the written contract in question. The parol evidence rule allows for the admission of verbal contracts made after the written contract. This rule doesn't apply if the contract has latent ambiguities.

  • What Is an Equivocation?

This refers to language that describes at least two objects or people, such as family members with the same name.

  • What Is a Misdescription?

This refers to an incorrect description, such as a wrong address or a nickname.

  • What Is a Personal Usage Exception?

This refers to language that's specific to the testator. If the testator uses the same words to refer to a specific thing or person, the courts may consider this a latent ambiguity and allow extrinsic evidence to clarify.

  • What Is a Plain Meaning Interpretation?

This refers to the common law practice of interpreting language according to its plain meaning. Some arguments support the plain meaning rule in favor of allowing extrinsic evidence, which may be unreliable or fraudulent. This argument is becoming less common in English courts. This is because applying it can obscure the testator's intention.

  • What Is Reformation?

This refers to the tendency to admit extrinsic evidence to clarify either type of ambiguity. It may result in reforming or rewriting the document and does not consider plain meaning. Many legal experts argue for reformation as a way to resolve ambiguities, as they often arise from simple errors.

  • What Is the Probable Intent Doctrine?

Courts may apply this when something the testator couldn't have expected causes an ambiguity in a document. This is an application of reformation, since it can change the document in question.

  • Is There a Clear Difference Between a Patent and a Latent Ambiguity?

No, the two types of ambiguities can be confused. Both legal experts and courts may reach different conclusions when deciding between the two. In addition, some courts may allow for extrinsic evidence, no matter the type of ambiguity.

  • How Do Ambiguities Happen?

An error by the testator or the attorney can lead to either type of ambiguity. Using standard contract language instead of writing an original contract can also lead to ambiguities.

If you need help with patent 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.