Also known as: extrinsic ambiguities · latent ambiguity
Written by attorneys — see sources below.
An uncertainty in the meaning of a document's language that becomes apparent only when the language is applied to external facts or circumstances. The uncertainty permits consideration of evidence outside the document itself to identify the intended meaning without contradicting the text.
Lewis's will left the north forty acres of his Sunrise Road farm, labeled Tract B-4 on the county plat, to his son Mark. Lewis never owned Tract B-4, but he did own a Sunrise Road farm whose north forty acres lay in Tract D-4. The probate court admitted surveys and ownership records showing that only Tract D-4 matched the accurate portion of the description and therefore passed that parcel to Mark.
Imperial Rural agreed to sell Sigma Livestock cotton arriving on the ship Peerless. Two vessels bore that name, one sailing in October and one in December. When the October shipment arrived, Sigma refused it, claiming the parties had meant the December vessel. The court examined the surrounding circumstances to determine which ship the parties intended.
The plaintiff and the defendants entered into an agreement at Liverpool. Under this agreement, the plaintiff agreed to sell to the defendants, and the defendants agreed to buy from the plaintiff, 125 bales of Surat cotton guaranteed middling fair merchant's Dhollorah, to arrive ex "Peerless" from Bombay. The cotton was to be taken from the quay. The defendants agreed to pay the plaintiff for the cotton at the rate of 17 d. per pound within a certain time agreed upon after the arrival of the goods in England. The goods arrived by the ship from Bombay at Liverpool. The plaintiff was ready, willing, and offered to deliver the goods to the defendants. However, the defendants refused to accept the goods or pay for them. The defendants filed a plea stating that they meant the ship called the "Peerless" which sailed from Bombay in October. The plaintiff offered cotton from a different ship also called the "Peerless" which sailed in December. The matter came before the Court of Exchequer on demurrer to this plea. Milward argued in support of the demurrer. Mellish argued in support of the plea.
View caseExtrinsic ambiguity is not apparent from the document's text alone and surfaces only when the language is applied to external facts. Patent ambiguity appears on the face of the document. Courts treat the distinction as descriptive rather than outcome-determinative.
A court may admit extrinsic evidence when the will's description of property appears clear on its face but cannot be applied to the testator's actual holdings without confusion. The evidence must show that the erroneous description closely matches property the testator owned and must identify the intended parcel.
No. When each party attaches a materially different but reasonable meaning to a term and neither knows or has reason to know of the other's meaning, the manifestations do not create mutual assent. When one party knows or has reason to know of the other's meaning, a contract forms and is interpreted according to the innocent party's understanding.
Yes. Evidence of prior negotiations is admissible to establish the meaning of ambiguous language even when the writing contains a merger clause. The evidence must clarify the parties' shared understanding of the term rather than add new obligations.
…"Peerless" was meant; but the moment it appears that two ships called the "Peerless" were about to sail from Bombay there is a latent ambiguity, and parol evidence may be given for the purpose of showing that the defendant meant one "Peerless" and the plaintiff another. That being so, there was no consensus ad idem, and therefore…