When the terms of an agreement have been intended in a different sense by the different parties to it, that sense is to prevail against either party in which he supposed the other understood it, and when different constructions of a provision are otherwise equally proper, that is to be taken which is most favorable to the party in whose favor the provision was made.
§ 1864.Sense Intended by Party Not Understanding Other's Sense Does Not Prevail
Title 1. Of the General Principles of Evidence · Enacted 1872 · no amendments on record · Last verified July 29, 2026
In one sentenceSection 1864 provides that when the parties intended a term in different senses, the sense one party understood the other to hold does not prevail against that party, and that an otherwise equally proper construction is resolved in favor of the party the provision benefits.
Full Text of § 1864
Plain-English Summary
Sometimes each side walks away from a negotiation with a truly different understanding of what a term means. This section addresses that mismatch directly: the sense a party attached to a term is not to be enforced against that party if the party believed the other side understood it that same way, when in fact they did not share that understanding.
It then supplies a tiebreaker for the remaining ambiguous cases. When two constructions of a provision are otherwise equally reasonable, the one that favors the party for whose benefit the provision was made is the one to adopt. The rule aims a genuine, unresolved ambiguity toward the party the provision was meant to protect.
Frequently Asked Questions
What does this section do when the parties understood a term differently?
It keeps a party from being held to the sense it supposed the other party understood, when the parties in fact meant the term differently.
How does the section resolve a tie between two equally proper readings?
By adopting the construction most favorable to the party in whose favor the provision was made.
Is this the same rule as construing ambiguity against the drafter?
No. Section 1864 favors the party the provision benefits, which is not necessarily the party opposing the drafter.
Amendment History
Enacted 1872.
Source & verification. Section text is reproduced verbatim from
the West's Annotated California Codes / Thomson Reuters. Enacted by the California Legislature.
Last verified July 29, 2026.
· Official source
Also known as: differing understanding of contract terms californiaambiguous provision favors benefited party