Legal Definitions - latent ambiguity

Latent ambiguity refers to a hidden uncertainty within a written document, such as a contract, will, or deed. The language of the document appears perfectly clear and unambiguous when read on its own, without any additional information. However, this ambiguity becomes apparent only when external facts or circumstances are introduced, revealing that the seemingly clear language could reasonably be interpreted in more than one way or apply to more than one thing.

It is called "latent" because the problem is not obvious from the words themselves; it lies dormant or hidden until outside information brings it to light. This is in contrast to a "patent ambiguity," where the unclear words or phrases are evident directly from simply reading the document.

Here are some examples to illustrate latent ambiguity:

• Example 1: Product Description in a Contract

  Imagine a contract for the sale of goods that states, "Seller agrees to deliver 50 units of 'The Voyager' by the end of the month." On its face, the term "The Voyager" seems like a clear and specific product name. However, if it is later discovered through external evidence that the seller manufactures two distinct products, both of which are commonly known within their industry as "The Voyager" (e.g., "The Voyager Model A" and "The Voyager Model B"), then a latent ambiguity arises. The contract language itself is clear, but external knowledge about the seller's product line introduces an uncertainty: which specific "Voyager" product was intended by the parties?

• Example 2: Beneficiary in a Will

  Consider a will that includes the provision, "I bequeath my entire collection of antique watches to my niece, Sarah Miller." When reading the will, "Sarah Miller" appears to be a clear and unambiguous beneficiary. However, after the testator's death, it is discovered that the testator had two nieces, both named Sarah Miller – one from their sister and another from their brother. Both nieces are alive and fit the description. The will's wording is precise, but the external fact of having two relatives with the identical name creates a hidden ambiguity about which specific Sarah Miller was the intended recipient of the watch collection.

• Example 3: Property Description in a Lease

  A commercial lease agreement for an office building states, "Tenant shall have exclusive use of the conference room on the second floor." The phrase "the conference room" seems straightforward. However, upon moving in, the tenant discovers that the second floor of the building actually contains two separate rooms that could both reasonably be described as "the conference room" – a large, formal meeting room and a smaller, informal huddle room, both equipped for meetings. The lease language is clear on paper, but the physical reality of the property (the existence of two potential "conference rooms") introduces a latent ambiguity regarding which specific room the tenant is entitled to use exclusively.