Also known as: latent ambiguities
Written by attorneys — see sources below.
An uncertainty in the meaning of a document's language that is not apparent from the text alone but emerges when the language is applied to external facts. The uncertainty arises because the words fit more than one object or circumstance once surrounding circumstances are considered. Courts may admit extrinsic evidence to identify which meaning the parties or testator intended.
Leonard Lowe's will devised the north forty acres of his Sunrise Road farm described as Tract B-4 to his son Mark. Surveys later showed that Lowe never owned Tract B-4 but did own the north forty acres of the same farm within Tract D-4. The probate court admitted ownership records and survey evidence showing that only Tract D-4 matched the will's description of land Lowe actually held, so the devise passed Tract D-4 to Mark.
Lumen Capital contracted to sell cotton to Legacy Motors to be shipped from Bombay on the Peerless arriving in Liverpool in October. Two vessels named Peerless sailed from Bombay that season, one in October and one in December. Legacy Motors refused the December shipment, and the court received evidence that each party had a different Peerless in mind when the contract was formed.
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 caseA court may admit extrinsic evidence when the will's language appears clear on its face but becomes uncertain once applied to the testator's actual property or beneficiaries. The evidence identifies which of multiple possible referents the testator intended without contradicting the plain text. This approach prevents a gift from failing for misdescription when surrounding facts clarify the intended subject.
A latent ambiguity is not apparent from reading the document itself and surfaces only when the language is applied to external facts. A patent ambiguity appears on the face of the document from inconsistent or unclear wording alone. Courts traditionally admitted extrinsic evidence more readily for latent ambiguities than for patent ambiguities.
No. A latent ambiguity permits extrinsic evidence to show that the parties attached different meanings to the same term. If the parties actually intended different referents and neither knew of the other's meaning, no contract forms. If one party knew of the ambiguity, the court may enforce the meaning intended by the innocent party.
Evidence of the circumstances surrounding execution, the donor's property holdings, and the identities of named beneficiaries is admissible. Direct evidence of the donor's subjective intent contradicting plain language is excluded. The evidence must identify which plausible construction matches the facts known at execution or death.