If contracting parties attach materially different meanings to a contract word or term subject to more than one reasonable interpretation, the contract is void.

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When contracting parties attach materially different meanings to a term that is subject to more than one reasonable interpretation, the contract is not automatically void. Instead, courts will try to determine the parties' intentions and may apply the principle of contra proferentem, interpreting ambiguous terms against the party who drafted them, or seek other ways to enforce the contract in a fair manner.

If Contracting Parties Attach Materially Different Meanings to a Contract