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Simple English definitions for legal terms
latent ambiguity
Read a random definition: independent adoption
A quick definition of latent ambiguity:
Latent ambiguity is when a piece of writing seems clear, but there is more than one way to interpret it based on other information. This can happen when a description in writing could apply to more than one person, or when something important is left out. If a contract is unambiguous, it must be followed as written, unless there is evidence of latent ambiguity. This evidence can be used to explain what was meant, but it can't contradict what was written. If a court decides there is latent ambiguity, it becomes a question for a jury to decide what the parties meant.
A more thorough explanation:
Latent ambiguity is a type of ambiguity that occurs when a written document appears clear on its face, but extrinsic evidence suggests more than one way of interpretation. This ambiguity can arise from either omission or unclear language.
For example, if a contract unambiguously refers to a specific person, but extrinsic evidence shows that the description could apply to multiple people, then the contract contains latent ambiguity. Another example is when a contract uses uncertain words or phrases that could have multiple meanings.
When a contract contains unambiguous language, it must be enforced according to its terms, unless there is evidence of latent ambiguity. Parol evidence can be used to explain latent ambiguity, but it cannot contradict the written language. Whether extrinsic evidence is sufficient to raise the issue of latent ambiguity is a matter of law.
If a court decides that latent ambiguity exists, then the intention of the contracting parties becomes a jury issue.
For instance, a contract may state that a buyer will purchase a "red car" from a seller. However, extrinsic evidence shows that the seller has two red cars for sale. This creates latent ambiguity because it is unclear which red car the buyer is supposed to purchase.
Another example is a contract that states that a seller will deliver "10 units" of a product to a buyer. However, extrinsic evidence shows that the seller has two different types of units for the product. This creates latent ambiguity because it is unclear which type of unit the seller is supposed to deliver.