Patent ambiguity is a type of ambiguity that occurs where a document is unclear within the text itself. For example, if a contract stated in one place that the goods were to be delivered by seller at the place of business and stated the goods were to be picked up by buyer at seller’s place of business in another, this would be a patent ambiguity because its is unclear on the terms of the contract where delivery is to occur.
This is in contrast to latent ambiguity where the document itself is clear but the application of the document causes ambiguity. For example, if a contract only stated that delivery of goods was to be made at the buyer’s place of business but the buyer had two places of business, it would be latently ambiguous which place of business the seller was to deliver to.
The distinction between patent and latent ambiguity becomes important because states may allow parol evidence of the agreement for only latent ambiguity. Many jurisdictions hold that extrinsic evidence to decipher an ambiguity in a contract is not available for patent ambiguities (for example, see Napoli v. Bureau of State Empls. W/C Claims, 260 So. 3d 449 (Fla. Dist. Ct. App. 2018)). However, some jurisdictions will allow for extrinsic evidence to be used for patent ambiguities in some circumstances (for example, see Caruso v. Northeast Emergency Med. Assoc., P.C., 54 A.D.3d 52, 57 (N.Y. App. Div. 3rd Dept.)). The treatment may vary for some types of instruments like wills in contrast to a basic contract. Some courts have done away with the distinction altogether; for example, the California Supreme court shifted the analysis to allowing, for all ambiguity regarding the parties’ intentions, extrinsic evidence “relevant to prove a meaning to which the language of the instrument is reasonably susceptible” (see Pacific Gas E. Co. v. G.W. Thomas Drayage Etc. Co., 69 Cal.2d 33, 37 (Cal. 1968)).
[Last updated in October of 2023 by the Wex Definitions Team]