contract-law
What&#39;s the difference between &quot;no strict construction&quot; and &quot;contra proferentem&quot; clauses in contracts?
<p>The two seem very similar in purpose. Here is an example of one each:</p>

<p><a href="https://www.lawinsider.com/clause/no-strict-construction" rel="nofollow noreferrer">https://www.lawinsider.com/clause/no-strict-construction</a></p>

<blockquote>
  <p>No Strict Construction. The language used in this Agreement will be
  deemed to be the language chosen by the parties to express their
  mutual intent, and no rules of strict construction will be applied
  against any party.</p>
</blockquote>

<p><a href="https://www.lawinsider.com/clause/contra-proferentem" rel="nofollow noreferrer">https://www.lawinsider.com/clause/contra-proferentem</a></p>

<blockquote>
  <p>Contra Proferentem. Each provision of this Deed will be interpreted
  without disadvantage to the party who (or whose representative)
  drafted that provision.</p>
</blockquote>

<p>Does "strict construction" usually mean "don't consider context as much as you usually would when interpreting this document"?</p>

<blockquote>
  <p>What's the difference between “no strict construction” and “contra proferentem” clauses in contracts?</p>
</blockquote>

<p>The expression "<em>no strict construction</em>" provides some flexibility regarding the compliance with the contract. The parties may depart from the <em>literal</em> language of the contract as long as their departure does not defeat the purpose or intent of that contract. Unless prescribed differently, the principle of "<em>strict construction</em>" would equally constrain the conduct of <em>all</em> the parties to the contract.</p>

<p><a href="https://en.wikipedia.org/wiki/Contra_proferentem" rel="nofollow noreferrer"><em>Contra proferentem</em></a> disfavors <em>only</em> the party who drafted a contract. The doctrine is applicable where the language of a clause is simultaneously consistent with reasonable interpretations which would lead to opposite outcomes.</p>

<p>The rationale behind <em>contra proferentem</em> is that the party who drafted the contract is presumed to outweigh the counterparty in terms of bargaining power. Thus, the doctrine seeks to somehow compensate that disparity in bargaining power whereas there is no element of compensation in the principle of "<em>[no] strict construction</em>".</p>

<p>Note that the excerpt you posted in regard to <em>contra proferentem</em> is contradictory. By definition, <em>contra proferentem</em> entails a disadvantage to the party who drafted the provision at issue. Instead, the first sentence in the excerpt should state something in the sense of "<em>No contra proferentem</em>" or "<em>Invalidation of contra proferentem</em>".</p>
