Construction Clauses: Rules for Interpreting Your Contract
What Is a Construction Clause?
A construction clause (also called a "rules of interpretation" or "rules of construction" clause) provides instructions on how the contract should be read and interpreted. Rather than leaving interpretation to default legal rules, the parties establish their own ground rules for resolving ambiguity.
Common Provisions
Construction clauses typically address:
- Neutral drafting presumption — the contract shall not be construed against the drafter (overriding the default "contra proferentem" rule)
- Inclusive language — "including" means "including without limitation" (not an exhaustive list)
- Gender and number — singular includes plural, masculine includes feminine, and vice versa
- References — "herein," "hereof," and "hereunder" refer to the entire agreement, not just the section where they appear
- Defined terms — words with initial capitals have the meanings assigned in the definitions section
- Statutory references — references to laws include all amendments and successor legislation
Why It Matters
Without clear construction rules, disputes can arise over basic interpretation questions:
- Does "including" create an exhaustive or illustrative list?
- Does a reference to a specific law mean the law as it existed at signing, or as amended?
- Should ambiguous language be read against the party who drafted it?
These seemingly minor points have decided major contract disputes.
The Anti-Contra Proferentem Provision
Perhaps the most consequential construction provision is one stating that ambiguities shall not be construed against the drafter. Without it, the default rule (contra proferentem) favors the non-drafting party when language is unclear.
When to Consult a Lawyer
Consider consulting an attorney if you are involved in a contract dispute where interpretation of specific terms is at issue, as construction clauses can significantly affect the outcome.
This article is for informational purposes only and does not constitute legal advice. Consult a licensed attorney for guidance specific to your situation.