Legal Definitions - extrinsic ambiguity

Extrinsic ambiguity, also known as latent ambiguity, refers to a situation where the meaning of a term or phrase in a legal document (such as a contract, will, or deed) appears clear and unambiguous on its face. However, when external facts or circumstances outside the document itself are considered, the term or phrase reveals an uncertainty or multiple possible meanings.

This type of ambiguity is not obvious from simply reading the document; it only becomes apparent when outside information is introduced. To resolve an extrinsic ambiguity, a court may allow the introduction of "extrinsic evidence" – information from outside the document – to clarify the original intent of the parties or the author.

Here are some examples:

• Example 1: A Will's Bequest

  Imagine a will that states, "I leave my entire stamp collection to my niece, Sarah." On the surface, this instruction seems perfectly clear. However, after the will's author passes away, it is discovered that they had two nieces, both named Sarah: Sarah Miller and Sarah Johnson. The will itself does not specify which Sarah is the intended recipient.

  This is an extrinsic ambiguity because the uncertainty isn't visible just by reading the will. It only arises when external information (the existence of two nieces named Sarah) is introduced. A court would then need to consider extrinsic evidence, such as previous conversations the deceased had, letters, or the nature of their relationship with each niece, to determine which Sarah was intended to receive the stamp collection.

• Example 2: A Commercial Contract for Services

  A contract between a software company and a client specifies that the software will be delivered to "the server farm in Phoenix." The contract does not provide any further details about the specific location within Phoenix. Initially, this seems like a straightforward instruction.

  However, it turns out that the client operates two distinct server farms in the Phoenix metropolitan area, one in the downtown core and another in a suburban industrial park. The ambiguity isn't in the words "server farm in Phoenix" themselves, but rather in the external reality that there are multiple such locations belonging to the client. To resolve this, a court might look at extrinsic evidence like email exchanges between the parties, previous delivery locations, or common business practices to determine which server farm was the intended delivery point.

• Example 3: A Property Lease Agreement

  A lease agreement for a retail space includes a clause stating that the tenant is responsible for maintaining "the exterior signage." The property is a strip mall with multiple tenants, and there is a large, shared monument sign at the entrance to the parking lot, as well as individual signs directly above each tenant's storefront.

  The phrase "the exterior signage" appears clear when reading the lease. However, when considering the actual physical property, it becomes unclear whether this clause refers only to the sign directly above the tenant's specific storefront, or if it also includes a proportional responsibility for the shared monument sign at the parking lot entrance. This ambiguity arises from the external context of the property's layout and the types of signage present, requiring extrinsic evidence (such as building plans, common area maintenance agreements, or industry standards) to clarify the tenant's exact maintenance obligations.