Legal Definitions - ambiguitas latens

Ambiguitas latens is a Latin legal term that translates to latent ambiguity. It refers to a hidden uncertainty or unclear meaning within a document, such as a contract, will, or statute, that is not apparent from reading the document itself. The language of the document appears perfectly clear and unambiguous on its face. However, when the terms of the document are applied to the specific facts or circumstances of the real world, an unforeseen ambiguity or multiple possible interpretations emerge.

Courts often encounter latent ambiguities when trying to interpret the true intent of the parties to a contract or the wishes of a testator in a will. To resolve such ambiguities, courts may consider external evidence (known as "extrinsic evidence") to clarify the meaning, as long as that evidence does not contradict the clear terms of the document.

Here are a few examples illustrating ambiguitas latens:

• Example 1: A Property Deed

  Imagine a property deed that states, "I convey my house located at 123 Oak Street to my daughter, Sarah." On the surface, this seems perfectly clear. However, it is later discovered that the grantor (the person giving the property) owns *two* houses at "123 Oak Street" – one in the city and another in a rural subdivision with the same address. The deed itself doesn't specify which house. This creates a latent ambiguity because the ambiguity only becomes apparent when external facts (the existence of two properties with identical addresses) are introduced. A court would then need to consider extrinsic evidence, such as previous discussions or other documents, to determine which house the grantor intended to convey.

• Example 2: A Business Contract

  Consider a contract between two companies for the purchase of "500 units of widgets." The term "widgets" seems straightforward. However, when the buyer attempts to place the order, it's revealed that the seller manufactures two distinct products, both commonly referred to as "widgets" within their industry, but with different specifications and prices. The contract itself did not differentiate between "Widget A" and "Widget B." This is a latent ambiguity because the contract's language appeared clear until the real-world application exposed the multiple meanings of "widgets" in that specific context. A court might look at industry standards, prior dealings between the parties, or negotiations to determine which type of widget was intended.

• Example 3: A Last Will and Testament

  A will contains a clause stating, "I leave my entire coin collection to my cousin, Michael." This provision seems unambiguous. After the testator (the person who made the will) passes away, it is discovered that they had *two* cousins named Michael: Michael Smith and Michael Jones. The will does not specify which Michael. This situation presents a latent ambiguity. The ambiguity isn't in the words of the will itself, but arises from the external fact that there are two individuals who fit the description "my cousin, Michael." A court would then need to examine external evidence, such as the testator's relationships, prior statements, or other documents, to ascertain which cousin was the intended beneficiary.