Published on: 05 December 2022 at 09:14 IST
Court: Supreme Court of India
Citation: Food Corpn. of India v/s Abhijit Paul (2022)
Hon’ble Supreme Court of India has held that Latent Ambiguity is when the contract appears on its face to be free from ambiguity but, upon the endeavor being made to apply it to the things indicated, it appears that the words are equally applicable to two or more persons, or two or more things, either without any inaccuracy or with a common inaccuracy.
Para – 27
Interpretation of contracts concerns the discernment of the true and correct intention of the parties to it. Words and expressions used in the contract are principal tools to ascertain such intention. While interpreting the words, courts look at the expressions falling for interpretation in the context of other provisions of the contract and also in the context of the contract as a whole. These are intrinsic tools for interpreting a contract.
As a principle of interpretation, courts do not resort to materials external to the contract for construing the intention of the parties. There are, however, certain exceptions to the rule excluding reference or reliance on external sources to interpret a contract. One such exception is in the case of a latent ambiguity, which cannot be resolved without reference to extrinsic evidence.
Latent ambiguity exists when words in a contract appear to be free from ambiguity; however, when they are sought to be applied to a particular context or question, they are amenable to multiple outcomes. This position is well-explained in the following passage of Halsbury.
Drafted By Abhijit Mishra
Key Words: Latent Ambiguity, Contractual Expressions, Extrinsic Evidence.