109 General Principles of Interpretation

• Jurisdiction: Arizona

(a) Conflicts and Ambiguities Resolved Against the Drafter

Contracts are resolved against the drafter of the contract where there is no other satisfactory way to resolve conflicts or ambiguities.

This is a secondary rule of interpretation, which is to be resorted to only when there is no other satisfactory way to resolve conflicts or ambiguities. Hamberlin v. Townsend, 76 Ariz. 191, 261 P.2d 1003 (1953). Nevertheless, the courts have, on a number of occasions with construction contracts, applied the rule that conflicts or ambiguities are to be resolved against the drafter.

In Covington v. Basich Bros. Constr. Co., supra, a conflict was found in the contract documents because the standard specifications provided that the contract, together with a satisfactory bond, must be signed within ten days “after the date of the award,” whereas the bid proposal stated that the contractor would provide a bond and execute the contract within ten days “after notice of the award of the contract had been received.”

Since the contract documents had been drafted by the state, the conflicts were resolved in favor of the contractor. Thus, the state was not entitled to forfeit the $30,000, which the...