Casual Legal: 'Papering' the deal

DISCLAIMER: This article is meant to provide information to Alberta Municipalities members only and is not intended to provide legal advice. You should seek the advice of legal counsel to address your specific set of circumstances. Although every effort has been made to provide current and accurate information, changes to the law may cause the information in this article to be outdated. This content is not intended for the general public.


By Zoë Beckett
Reynolds Mirth Richards Farmer LLP
Alberta Municipalities Casual Legal Service Provider

Municipalities regularly enter into various contracts and agreements. In some cases, the terms of those contracts are generally agreed to and then a municipality drafts and presents a form of contract ‘papering’ the agreement.

Where the municipality is the primary or sole drafter of the form of contract, it is important that a municipality consider whether the terms of a contract can be interpreted in more than one way. Unclear or ambiguous language that could either support or detract from the municipality’s position may later be deemed to disadvantage the municipality.

The contra proferentum rule is a well-established legal principle based on the maxim, "Words in a document are taken more strongly against the one who produces them.” Contra proferentum is Latin for “against the offeror.” The rule states that any unclear or ambiguous provision in a contract should be interpreted in a way that disadvantages whoever drafted it or introduced the term. The rationale behind this rule is that if a party includes a vague or ambiguous provision that benefits them, they should not be allowed to exploit the ambiguity in their favour.

When a court applies this rule to determine the terms of an agreement, the first step is to determine whether the language in question is genuinely ambiguous, meaning it is open to more than one interpretation. If the provision is deemed ambiguous, the court will then try to discern the original intent of the parties involved in the contract. Courts may consider all available evidence to uncover the true intention behind the agreement. If the evidence fails to clarify the parties' intentions, the contra proferentum rule will be applied, and the ambiguity will be resolved by choosing the reasonable interpretation of the provision that favors the non-drafting party.

For a municipality, it is crucial to ensure that any contract it presents to another party uses clear and unambiguous language. It may be beneficial for a municipality to ensure the agreement includes language stating that the document reflects mutual agreement on terms (if that is the case) or that any ambiguity shall not be interpreted against the drafting party. Failure to do so could result in an interpretation that favours the other party – not the municipality.


To access Alberta Municipalities Casual Legal Helpline, Alberta Municipalities members can call toll-free to 1-800-661-7673 or casuallegal [at] abmunis.ca (email) to reach the municipal legal experts at Reynolds Mirth Richards and Farmer LLP. For more information on the Casual Legal Service, please call 310-MUNI (6864) or riskcontrol [at] abmunis.ca (email) to connect with Alberta Municipalities Risk Management staff. Any Regular or Associate member of Alberta Municipalities can access the Casual Legal Service.