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Justinian I · The Digest of Justinian §18.1.21.pr

Ambiguity in Contract Terms Interpreted Against the Seller

Passage 2609 of 9271 · Latin

Summary

Citing the jurist Labeo, this section states that any ambiguity in an agreement should work to the disadvantage of the seller who formulated the terms, as they could have expressed themselves more clearly before the contract was finalized.

[PAULUS libro quinto ad Sabinum. ] §18.1.21.prLabeo scripsit obscuritatem pacti nocere potius debere uenditori qui id dixerit quam emptori, quia potuit re integra apertius dicere.
[PAULUS in the fifth book on Sabinus.] Labeo wrote that the obscurity of an agreement ought to disadvantage the seller who declared it rather than the buyer, because he could have spoken more clearly before the matter was concluded.

Notes

  1. §18.1.21.prre integra — An ablative absolute meaning literally "with the matter intact/untouched." In a legal context, it refers to the stage before a contract has been finalized or obligations have been established, during which the parties can still freely change the terms without liability.
  2. §18.1.21.prqui id dixerit — A relative clause qualifying `uenditori` (the seller). The subjunctive (perfect) `dixerit` refers to the party who declared or formulated the specific terms. This passage illustrates an early formulation of the "contra proferentem" rule, placing the risk of ambiguity on the party responsible for drafting the terms.

Cite this passage

Justinian I, The Digest of Justinian §18.1.21.pr. Humanitext Reader, https://reader.humanitext.ai/en/text/urn:cts:latinLit:phi2806.phi002.humanitext-lat1:18.1.21.pr

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