Legal Definitions - proferens

A proferens is the party in a negotiation or agreement who drafts, proposes, or puts forward the terms of a contract, or a specific condition within that contract. This party is essentially the one initiating or shaping the language of the agreement.

Here are some examples to illustrate this concept:

• Software Service Agreement: Imagine a tech startup, "Innovate Solutions," wants to provide its new project management software to "Global Enterprises." Innovate Solutions drafts a detailed service agreement outlining the scope of work, payment terms, intellectual property rights, and dispute resolution procedures, and then presents it to Global Enterprises.

  In this scenario, Innovate Solutions is the proferens because they are the party who prepared and presented the proposed contract and its specific conditions to Global Enterprises.

• Residential Lease Agreement: Ms. Chen owns an apartment building and is looking for a new tenant. She provides a standard lease agreement form, which she drafted herself (or had her lawyer draft), to Mr. Davies, who is interested in renting an apartment. The lease specifies the rent amount, duration, pet policy, and maintenance responsibilities.

  Ms. Chen acts as the proferens because she is the one who drafted and presented the lease agreement, including all its conditions, to Mr. Davies for his consideration.

• Commercial Loan Agreement: A small business, "Local Bakery," applies for a loan from "City Bank" to expand its operations. City Bank's legal department prepares a comprehensive loan agreement detailing the interest rate, repayment schedule, collateral requirements, and default clauses, which they then present to Local Bakery for signature.

  City Bank is the proferens because it is the institution that drafted and put forward the specific terms and conditions of the loan agreement to Local Bakery.