Ambiguous Wording in Contracts: When It Can Work Against You
For over 10 years, our team has supported various projects — from deals consisting of 20+ documents spanning hundreds of pages for plant construction, to international share purchase agreements that parties sometimes try to fit onto two sheets.
But in both cases, we encounter the same situation: clients often ask us to phrase a particular contractual provision vaguely or ambiguously.
The logic is usually this: the parties don’t want to argue now because the deal needs to be closed. But if a dispute arises in the future, the contested condition can be interpreted in their favour.
In practice, this is a risky approach.
Why?
Russian law contains the contra proferentem rule — an ambiguous contractual term may, all else being equal, be construed against the party that proposed the wording or drafted the contract.
In other words, if you deliberately include an ambiguous provision hoping to use it later, the court may reach the opposite conclusion: since you proposed the wording, the risk of ambiguity lies with you.
What does this mean for negotiations?
Sometimes it is indeed more advantageous for parties not to take on the drafting of the first draft, but to receive the counterparty’s draft and work from that text.
This is not a universal rule. In many cases, it is better to control the first draft to set the deal structure and secure important terms.
But it is crucial to understand: authorship matters. If a disputed term remains unclear, the court may consider who proposed it.
Practical takeaway
Ambiguity in a contract is a poor tool for strategic planning.
If an issue is truly important, it is better to agree it explicitly during negotiations: who bears the risk, when the deadline occurs, what documents confirm performance, what consequences follow a breach.
Attempting to "leave room for manoeuvre" may result in that room being used not by you, but against you.
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