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An ambiguous clause is read against its drafter and for the weaker party

Last reviewed: September 12, 2026 — VerifiedPoder Judicial

In short

The chapter opens with a clear leaning. Article 353 says that if there is doubt about a juridical act’s efficacy, it must be interpreted so that it produces effects: in doubt, the contract is saved. Article 354 sets the rules of intention and presumes the act is granted in good faith. If the act is unilateral, the literal sense of its words governs, unless it clearly appears the author’s will was other. If it is bilateral and the terms are clear and leave no doubt, the letter governs too. But if the words seem contrary to the parties’ evident intention, intention prevails; and to determine it the article orders attention chiefly to the party’s conduct, whether contemporaneous, subsequent or even prior to the execution. What you did after signing is evidence of what you meant. Article 355 says words carry their meaning in the common language, save three exceptions: where the law or the act itself gives them another, where local usage or the party’s own practice assigns one, or where they are scientific, technical or artistic words, in which case they carry their field’s meaning if the object belongs to that activity or the grantor is versed in it. Article 356 orders clauses read through one another, including those of connected acts, and sets two preferences: special clauses prevail over general ones, and those incorporated by the grantor over predisposed ones. Article 357 warns that the name given to the act does not by itself determine its nature. And Article 358 settles the ambiguous disposition with three rules: if the act is gratuitous, in favour of the lesser transmission of rights, except in acts by reason of death; if onerous, in favour of the greater proportionality of interests; and if bilateral, against whoever drafted it and in favour of the party with less bargaining power.

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What is it?

It is Chapter IX of Title IV of Book One of the Civil Code of 2020, Articles 353 to 358: the rules for reading a contract when the parties disagree.

Who can do it?

Anyone arguing over what a contract, a will or any other juridical act says or meant.

Requirements

Documents you need

Cost

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Step by step

  1. Step 1: In doubt, the contract is saved

    Article 353: if there is doubt about efficacy, it must be read so that it produces effects.

  2. Step 2: If it is clear, the letter governs

    Article 354: if the terms are clear and leave no doubt, the literal sense governs.

  3. Step 3: If it is not, intention governs

    Same article: if the words seem contrary to the evident intention, intention prevails.

  4. Step 4: Look at what the parties did

    Intention is determined by conduct contemporaneous, subsequent or even prior to execution.

  5. Step 5: Give each word its meaning

    Article 355: that of the common language, unless law, usage or technical character gives another.

  6. Step 6: Read the clauses together

    Article 356: through one another, including those of connected acts.

  7. Step 7: The special beats the general

    Same article: and what the grantor incorporated beats what was predisposed.

  8. Step 8: And if still ambiguous, see who wrote it

    Article 358: in a bilateral act, against its drafter and for whoever bargained with less power.

Where to do it

These six articles describe no procedure before any agency. The Code does not say here what makes a term clear, what makes an intention evident, what counts as a connected act, what a predisposed clause is, or how bargaining power is measured. Nor does it say who decides any of those. And there is a case Article 358(c) does not settle: what happens when whoever drafted the ambiguous clause is precisely the party who had less bargaining power, because the paragraph joins the two tests in a single sentence. That is named here and not resolved.

How long it takes

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What to do if something goes wrong

When a clause admits two readings, the order in which these rules apply decides the outcome, and it is worth following. The first thing is that the Code pushes to keep the deal standing: Article 353 says that in doubt about its efficacy it must be read so that it produces effects, not so that it collapses. The second is to ask whether the terms are clear, because if they are, the letter governs and there is little more to discuss. If they are not, intention enters, and there sits the most useful tool and the least used: Article 354 orders attention chiefly to the party’s conduct, contemporaneous, subsequent or even prior to execution. How both behaved in the year after signing — what they collected, what they delivered, what they demanded and what they let pass — is evidence of what the contract meant. Keeping that trail is worth as much as keeping the contract. The third is the words: they carry their common meaning, unless the law or the act itself gives another, local usage or the party’s practice assigns one, or they are technical terms and the object belongs to that activity or the grantor is versed in it. That last nuance matters when one party is in the trade and the other is not. The fourth is reading the whole document, and even connected acts, because Article 356 requires it; and there two preferences appear that settle many contradictions: the special beats the general, and what a party incorporated beats what was predisposed in the form. And if after all that the clause is still ambiguous, Article 358 does not split the difference: in a bilateral act it reads it against whoever drafted it and in favour of whoever had less bargaining power. A final warning from Article 357: the document’s title decides nothing on its own. Calling it something does not make it that. MiPRFácil does not represent anyone in court and gives no legal advice.

Common mistakes

  • Fighting an ambiguous clause without looking at who drafted it: Article 358 reads it against them.
  • Forgetting that rule’s second half: it also favours whoever had less bargaining power.
  • Interpreting a clause alone: Article 356 orders them read through one another.
  • Leaving out connected acts: the same article includes them.
  • Giving up the special clause against the form: it prevails over the general and the predisposed.
  • Not keeping the trail of what the parties did after signing: it is evidence of intention.
  • Arguing about the contract’s title: Article 357 says it does not by itself determine its nature.
  • Reading a technical word in its everyday sense when the object belongs to that activity.

Frequently asked questions

The clause can be read two ways. Which holds?

If the act is bilateral, Article 358 reads it against its drafter and for whoever had less bargaining power.

The contract says one thing but we agreed another.

Article 354 says that if the words seem contrary to the parties’ evident intention, intention prevails.

How is intention proved?

The same article orders attention to the party’s conduct, whether contemporaneous, subsequent or even prior.

The form says one thing and what we wrote in says another.

Article 356 says clauses incorporated by the grantor prevail over predisposed ones.

Official sources

These are the government pages this guide is based on.

Last verified

September 12, 2026

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