Indemnity, guarantee and contra proferentem

In Multiplex Construction Europe Ltd v Dunne [2017] EWHC 3073 (TCC) Fraser J held that the defendant was liable as the primary obligor (jointly and severally with another corporate defendant) to make payment of £4 million to the claimant. The contract between the parties was held on its proper construction to be a contract of indemnity, not a contract of guarantee. The claimant was held to be entitled to summary judgment for the sum it claimed from the defendant, together with interest. In reaching this conclusion Fraser J confirmed that the contra proferentem rule has very limited application in the modern law, at least in the commercial context. He also declined to interpret the contract strictly in favour of the defendant on the basis that the defendant did stand to benefit in a commercial sense from the transaction (given that it provided support to his company which was then in difficulty) and Fraser J therefore inclined to give the words in the contract their ordinary and natural meaning.