The Principle of Contra Proferentem and the Interpretation of Arbitration Agreements

Abstract

Contra proferentem is a principle of interpretation that can be found in national and transnational laws. According to this rule, if contract terms supplied by one party are unclear, an interpretation against that party is preferred. Its applicability, while being a much disputed issue in national and international law, is often neglected in international arbitration. This article deals with the application of the rule to the interpretation of arbitration clause. By reviewing the practices of international tribunals, it is argued that the applicability of contra proferentem rule with the level of meaningful negotiation that could have been carried out on the arbitration clause. It is further proposed that the policy favoring arbitration should prevail over this rule providing that the scope of the contract is sufficiently clair.

Keywords: Contra proferentem; Arbitration Agreements; Interpretation; General Principles of law