Del. P.J.I. Civ. § 19.15

CONSTRUCTION OF AMBIGUOUS TERMS - BREACH OF CONTRACT

There are certain rules to consider in interpreting contractual terms that appear

ambiguous or unclear.

First, if the party that drafted the language of the contract can be determined,

the language must be construed most strongly against that party.

Second, if the contract’s language is susceptible of two constructions, one of

which makes it a fair, customary, and reasonable contract that a prudent person

would make, while the second interpretation makes the contract inequitable,

unusual, or one that a prudent person would likely not make, the first interpretation

must be preferred.

Third, to determine the parties’ intent when there are ambiguous terms, the jury

will look to the construction given to the terms by the parties as shown through their

conduct during the period after the contract allegedly became effective and before

the institution of this lawsuit. The parties’ conduct after a contract is made should

be given great weight in determining a term’s meaning.

Finally, explanatory circumstances existing when the contract was allegedly

made may be considered in order to determine the parties’ probable intent