Word Games in Contracts: Spotting Ambiguous Clauses

Getting paid on time is one of the most critical parts of any business deal. Yet too often,

vague wording in contracts decides when, or even if, payments are released.

In a case decided by Dubai Court of Cassation, a subcontractor completed its scope of

work and submitted its claim for payment. The main contractor relied on a clause

requiring payment on a “back-to-back” basis with the project owner. When the owner

delayed payment, the contractor withheld the subcontractor’s dues and refused to

release its guarantee cheque. The dispute escalated, and the Court was left to interpret

what “back-to-back” actually meant. Was payment conditional on the owner first paying

the main contractor? Or was it simply meant to align the timing of cash flow without

shifting the risk entirely onto the subcontractor? The absence of clear drafting turned

what should have been a straightforward payment obligation into lengthy dispute.¹

Contracts should provide clarity, but sometimes tricky wording leaves too much open to

interpretation. Here’s how to spot ambiguous clauses before they cause trouble:

1. Watch for vague words: Terms like “reasonable,” “promptly,” or “substantial” can be

open to differing interpretations.

2. Spot double meanings: If a phrase can be read in more than one way, that’s a red

flag.

3. Look for missing specifics: Be cautious if it's unclear who must act, when, how

much, or under what conditions.

4. Check for contradictions: Ensure that no two clauses conflict or send mixed

signals.

Final tip: Ambiguity creates risk. Getting contracts reviewed and clarified early can

save time, money, and disputes later. Prevention is always better than cure.

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¹ Case No. 967/2023, Dubai Court of Cassation,

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