Contract interpretation contra proferentem according to the Croatian Obligations Act

Abstract

The aim of contract interpretation according to the Croatian Obligations Act is to ascertain and give effect to the common intent of the parties. This general principle informs contract interpretation in all circumstances, including the proper application of the contra proferentem maxim under Article 320(1) of the Croatian Obligations Act. The contra proferentem rule is a corollary of both the principle of good faith and the principle of party autonomy: when interpreting contractual language, one should resist possible attempts by the drafter to abuse his position so as to write the contract in a way which does not reflect the actual agreement of the parties. Nonetheless, the contra proferentem rule of Article 320(1) of the Obligations Act applies only when the following requirements are met: (a) the contractual term at issue is unclear, (b) the contract was prepared and proposed by one party and (c) the contract was made on the basis of a pre-printed form or otherwise involves the possibility of the drafter abusing his position to advance his own interests when drafting the contracts.