Conscious Ambiguity: Slaying Cerberus In The Interpretation Of Contractual Inconsistencies

Authors

  • Gregory M. Duhl

DOI:

https://doi.org/10.5195/lawreview.2009.131

Abstract

In United Rentals, Inc. v. RAM Holdings, Inc., Vice Chancellor Chandler rejected conscious ambiguity as a drafting principle. In the face of seemingly inconsistent provisions in the merger agreement between United Rentals and Cerberus, Vice Chancellor Chandler denied United Rentals specific performance because the equipment lessor knew that Cerberus did not think there was a specific performance remedy in the agreement and, therefore, United Rentals was not a forthright negotiator. But underlying the opinion was a message to lawyers that they have a professional and ethical obligation to draft contracts clearly. “Conscious ambiguity” undermines those obligations and is inconsistent with a consent theory of contract. This Article ends by calling for more empirical study of the ethical obligations of lawyers in drafting contracts.

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Published

2009-04-26

How to Cite

Duhl, Gregory M. 2009. “Conscious Ambiguity: Slaying Cerberus In The Interpretation Of Contractual Inconsistencies”. University of Pittsburgh Law Review 71 (1). https://doi.org/10.5195/lawreview.2009.131.

Issue

Vol. 71 No. 1 (2009)

Section

Articles

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