Terms were negotiated and not imposed

The provision I discuss in this blog post resembles one I discussed earlier: the miscellaneous provision expressing in an agreement that the terms of the agreement should not be interpreted against the drafter (click here). It is an interpretation guideline that courts sometimes use in connection with general terms and conditions. This time, I will make a stand against a similar clause.

A party might fear that a court will say that the contract is not a negotiated agreement but rather a set of general terms and conditions (the interpretation of which could potentially be scrutinised and interpreted against the drafter). The following may be included to reduce such risk:

Each party has participated in negotiating and drafting this agreement, so if an ambiguity or a question of intent or interpretation arises, this agreement is to be construed as if the parties had drafted it jointly, as opposed to being construed against a party because it was responsible for drafting one or more provisions of this agreement.

You might agree with me that this clause is all too obvious and redundant.

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