372 Mass. at 724 Determining contract meaning through rules of construction40 citing cases“the author of the ambiguous term is held to any reasonable interpretation attributed to that term which is relied on by the other party.”
- Elizabeth Clemons v. Norton Healthcare Inc. Ret. Plan, 890 F.3d 254 (6th Cir. 2018).published “The author of the ambiguous term is held to any reasonable interpretation attributed to that term which is relied on by the other party.”
- Rey v. Lafferty, No. 92-1139 (1st Cir. Mar. 30, 1993).published “as a _____ general rule, a writing is construed against the author of the doubtful language . . . if the circumstances surrounding its use and the ordinary meaning of the words do not indicate the intend- ed meaning of…”
- Margret Rey v. Richard G.D. Lafferty, Margret Rey v. Richard G.D. Lafferty, 990 F.2d 1379 (1st Cir. 1993).published “as a general rule, a writing is construed against the author of the doubtful language ... if the circumstances surrounding its use and the ordinary meaning of the words do not indicate the intended meaning of the langu…”
- Impact Tech. Licensing , LLC, & Boston Tech. Consultants Grp., Inc. (d/B/A Impact Tech. Dev.) v. Barry-Wehmiller Companies, Inc.; Carr Biosystems, LLC; Pneumatic Scale corp.(d/B/A \pneumatic Scale Angelus Corp.\"); \\", No. @2484CV03350-BLS2 (Mass. Super. Ct. Apr. 8, 2025).publishedNutter & Co., 478 Mass. at 669, quoting Merrimack Valley Nat’l Bank v. Baird, 372 Mass. 721, 274 (1977).
- Kim Luz, Individually & on Behalf of All Others Similarly Situated v. Bayada Home Health Care, Inc.; David Baiada; & Mark Baiada, No. 2184CV01383-BLS2 (Mass. Super. Ct. June 26, 2024).publishedNutter & Co., 478 Mass. at 669, quoting Merrimack Valley Nat’l Bank v. Baird, 372 Mass. 721, 274 (1977).
- Bulwer v. EchoNous, Inc., No. 1:23-cv-11097 (D. Mass. Mar. 29, 2024).“When the language is ambiguous, it is construed against the drafter, ‘if the circumstances surrounding its use . . . do not indicate the intended meaning of the language.’” Id. at 1139 (quoting Merrimack Valley Nat’l Bank v. Baird, 363 N.…
- Illinois Tool Works Inc. v. Bales, No. 1:20-cv-10856 (D. Mass. June 24, 2020).“Indeed, the drafter of an ambiguous term is generally held to any reasonable interpretation attributed to it by the nondrafting party.” Id. (citing Merrimack Valley Nat’l Bank v. Baird, 372 Mass. 721, 724 (1977)).
- James B. Nutter & Co. v. Est. of Murphy, 478 Mass. 664 (2018).published“if the circumstances surrounding its use . . . do not indicate the intended meaning of the language”
- Boland v. George S. May Int'l Co., 969 N.E.2d 166 (Mass. App. Ct. 2012).publishedBank v. Baird, 372 Mass. 721, 724 (1977).
- Browning-Ferris Indus., Inc. v. Casella Waste Mgmt. of Massachusetts, Inc., 945 N.E.2d 964 (Mass. App. Ct. 2011).publishedBank v. Baird, 372 Mass. 721, 724 (1977).
Show 30 more citing cases
- Alexander v. Daley, 28 Mass. L. Rptr. 186 (Mass. Super. Ct. 2011).publishedCorp. v. Attorney General, 440 Mass. 1020, 1021 (2003), citing Merrimack Valley Nat’l Bank v. Baird, 372 Mass. 721, 724 (1977); Bowser v. Chalifour, 334 Mass. 348, 352 (1956).
- Fallon Clinic, Inc. v. Hubbard Health Sys., Inc., 25 Mass. L. Rptr. 537 (Mass. Super. Ct. 2009).published Merrimack Valley Nat’l Bank v. Baird, 372 Mass. 721, 724 (1977); Wright v. Commonwealth, 351 Mass. 666, 673 (1967).
- Pickering Wharf Realty Trust v. Victoria Station Salem, Inc., 2006 Mass. App. Div. 161 (Mass. Dist. Ct., App. Div. 2006).published“[a]s a general rule, a writing is construed against the author of ... [any] doubtful language ...ifthe circumstances surrounding its use and the ordinary meaning of the words do not indicate the intended meaning of the…”
- Campbell v. Toner, 2005 Mass. App. Div. 7 (Mass. Dist. Ct., App. Div. 2005).publishedThe author of the ambiguous term is held to any reasonable interpretation attributed to that term which is relied on by the other party [citations omitted], Merrimack Valley Nat’l Bank v. Baird, 372 Mass. 721, 724 (1977).
- Cardone v. Boston Reg'l Med. Ctr., Inc., 800 N.E.2d 335 (Mass. App. Ct. 2003).publishedBank v. Baird, 372 Mass. 721, 724 (1977); Affiliated FM Ins.
- Zero Stage Capital, Inc. v. Harvard Clinical Tech., Inc., 14 Mass. L. Rptr. 690 (Mass. Super. Ct. 2002).publishedSlater v. United States Fidelity & Guaranty Co., 379 Mass. 801, 804 (1980); Merrimack Valley Nat’l Bank v. Baird, 372 Mass. 721, 724 (1977); and Republic Pipe & Supply Corp. v. Mandell, 5 Mass.App.Ct. 848 (1977).
- Given v. Com. Ins., 14 Mass. L. Rptr. 556 (Mass. Super. Ct. 2002).publishedMerrimack Valley Nat’l Bank v. Baird, 372 Mass. 721, 724 (1977).
- H&R Block Mortg. Corp. v. White, 14 Mass. L. Rptr. 280 (Mass. Super. Ct. 2001).publishedMerrimack Valley National Bank v. Baird, 372 Mass. 721, 724 (1977).
- Pegasystems, Inc. v. Ernst & Young LLP, 13 Mass. L. Rptr. 136 (Mass. Super. Ct. 2001).publishedMerrimack Valley Nat’l Bank v. Baird, 372 Mass. 721, 724 (1977).
- Mitzan v. Medview Servs., Inc., 10 Mass. L. Rptr. 242 (Mass. Super. Ct. 1999).publishedForte v. Caruso, 336 Mass. 476, 480 (1957); Merrimack Valley National Bank v. Baird, 372 Mass. 721, 724 (1977).
- Garnick & Scudder, P.C. v. Dolinsky, 701 N.E.2d 357 (Mass. App. Ct. 1998).publishedBank v. Baird, 372 Mass. 721, 724 (1977), and that “principle surely counts double when the drafter is a lawyer writing on his or her own account to a client.
- Chicago Ins. v. Lappin, 9 Mass. L. Rptr. 327 (Mass. Super. Ct. 1998).publishedMerrimack Valley National Bank v. Bird, 372 Mass. 721, 724 (1977), and cases cited.
- Budget Rent A Car Sys., Inc. v. Fifth Avenue Limousine Serv., Inc., 5 Mass. L. Rptr. 664 (Mass. Super. Ct. 1996).published Affiliated, 416 Mass. at 844-45 ; Benalcazar v. Goldsmith, 400 Mass. 111, 114 (1987); Merrimack Valley National Bank v. Baird, 372 Mass. 721, 724 (1977).
- Venus Drywall, Inc. v. Kullman Indus., Inc., 5 Mass. L. Rptr. 70 (Mass. Super. Ct. 1996).publishedMerrimack Valley National Bank v. Baird, 372 Mass. 721, 724 (1977).
- J. A. Sullivan Corp. v. Commonwealth, 494 N.E.2d 374 (Mass. 1986).published
- Benalcazar v. Goldsmith, 507 N.E.2d 1043 (Mass. 1987).published
- Grobet File Co. of Am. v. RTC Sys., Inc., 524 N.E.2d 404 (Mass. App. Ct. 1988).published
- New Bedford Gas & Edison Light Co. v. Mar. Terminal, Inc., 405 N.E.2d 653 (Mass. 1980).published
- Schwanbeck v. Fed.-Mogul Corp., 578 N.E.2d 789 (Mass. App. Ct. 1991).published
- Beatty v. NP CORP., 581 N.E.2d 1311 (Mass. App. Ct. 1991).published
- Affiliated FM Ins. v. Constitution Reinsurance Corp., 626 N.E.2d 878 (Mass. 1994).published
- Elec. Data Sys. Corp. v. Attorney Gen., 798 N.E.2d 273 (Mass. 2003).published
- Frank Constr. Corp. v. Repub. Powdered Metals, Inc., 417 N.E.2d 38 (Mass. App. Ct. 1981).published
- A. Amorello & Sons, Inc. v. Beacon Constr. Co., 422 N.E.2d 467 (Mass. App. Ct. 1981).published
- Keating v. Stadium Mgmt. Corp., 508 N.E.2d 121 (Mass. App. Ct. 1987).published
- Siderius, Inc. v. Sriberg, 3 Mass. Supp. 457 (Mass. Super. Ct. 1982).published
- Applied Image Reprographics, Inc. v. Citizens Bank, 30 Mass. L. Rptr. 40 (Mass. Super. Ct. 2012).published
- McCarthy v. McCarthy, 2002 Mass. App. Div. 106 (Mass. Dist. Ct., App. Div. 2002).published
- Sullivan v. Dumont Aircraft Charter, LLC, 364 F. Supp. 3d 63 (D.D.C. 2019).published
- Sullivan v. Dumont Grp., LLC, No. 1:16-cv-10713 (D. Mass. Mar. 7, 2019).
372 Mass. at 723 Interpreting guaranty contract terms and waiver of rights40 citing cases[W]hen a contract term is ambiguous, its import is ascertained from the parties’ intent as manifested by the guaranty’s terms and the circumstances surrounding its creation, such as [the] relationship of the parties, actions of the parties and established business usages.
- Elizabeth Clemons v. Norton Healthcare Inc. Ret. Plan, 890 F.3d 254 (6th Cir. 2018).published (The author of the ambiguous term is held to any reasonable interpretation attributed to that term which is relied on by the other party.)
- Laura Thorn, Ltd. v. Alletzhauser, 71 F.3d 991 (1st Cir. 1995).published ([W]hen a contract term is ambiguous, its import is ascertained from the parties’ intent as manifested by the guaranty’s terms and the circumstances surrounding its creation, such as [the] relationship of the parties, a…)
- Rey v. Lafferty, No. 92-1139 (1st Cir. Mar. 30, 1993).published (as a _____ general rule, a writing is construed against the author of the doubtful language . . . if the circumstances surrounding its use and the ordinary meaning of the words do not indicate the intend- ed meaning of…)
- Margret Rey v. Richard G.D. Lafferty, Margret Rey v. Richard G.D. Lafferty, 990 F.2d 1379 (1st Cir. 1993).published (as a general rule, a writing is construed against the author of the doubtful language ... if the circumstances surrounding its use and the ordinary meaning of the words do not indicate the intended meaning of the langu…)
- Dennis Grimsley v. SimSpace Corp. et al., No. 1:24-cv-02907 (D. Md. Feb. 19, 2026).In Massachusetts, “[w]hen the words of a contract are clear they alone determine the meaning of the contract.” EventMonitor, Inc. v. Leness, 44 N.E.3d 848, 856 (Mass. 2016) (quoting Merrimack Valley Nat’l Bank v. Baird, 363 N.E.2d 688, 690…
- Michael Gerhardt & Lauren Seaverns v. Robert S. Burr; Coll. Street Partners, LLC; 140 Commonwealth Avenue – Danvers, LLC; & Hawthorne Hill Dev. LLC, No. 2184CV01017-BLS2 (Mass. Super. Ct. June 26, 2024).published“When the words of a contract are clear they alone determine the meaning of the contract.” EventMonitor, Inc. v. Leness, 473 Mass. 540, 549 (2016), quoting Merrimack Valley Nat’l Bank v. Baird, 372 Mass. 721, 723 (1977). 2.3.
- Bulwer v. EchoNous, Inc., No. 1:23-cv-11097 (D. Mass. Mar. 29, 2024).“When the language is ambiguous, it is construed against the drafter, ‘if the circumstances surrounding its use . . . do not indicate the intended meaning of the language.’” Id. at 1139 (quoting Merrimack Valley Nat’l Bank v. Baird, 363 N.…
- Epazz, Inc. v. Nat'l Quality Assurance USA, No. 20-1552, 2021 WL 3808946 (6th Cir. Aug. 26, 2021).unpublished“[w]hen the words of a contract are clear they alone determine the meaning of the contract but, when a contract term is ambiguous, its import is ascertained from the parties’ intent as manifested by the [contract]’s term…”
- EventMonitor, Inc. v. Leness, 44 N.E.3d 848 (Mass. 2016).published“When the words of a contract are clear they alone determine the meaning of the contract”
- Aviksis v. Murray, 26 N.E.3d 748 (Mass. App. Ct. 2015).publishedBank v. Baird, 372 Mass. 721, 723 (1977), and this guarantee did not provide for attorney’s fees.
Show 27 more citing cases
- F.W. Webb Co. v. Daco Mech. & Contracting Co., 24 Mass. L. Rptr. 642 (Mass. Super. Ct. 2008).publishedWhen the words of the guaranty ‘are clear they alone determine the meaning.’ Merrimack Valley Nat'l Bank v. Baird, 372 Mass. 721, 723 (1977).” Federal Financial Co. v. Savage, 431 Mass. 814, 817 (2000).
- Rockland Trust Co. v. Langone, 2007 Mass. App. Div. 157 (Mass. Dist. Ct., App. Div. 2007).publishedMerrimack Valley National Bank v. Baird, 372 Mass. 721, 723 (1977). 6.
- Citizens Bank v. Milligan, 20 Mass. L. Rptr. 559 (Mass. Super. Ct. 2006).publishedCo. v. Gomez, 426 Mass. 379, 381 (1998). ’’When the words of a contract are clear they alone determine the meaning of the contract but, when a contact term is ambiguous, its import is ascertained from the parties’ intent as manifested by t…
- Pride Hyundai, Inc. v. Chrysler Fin. Co., LLC, 355 F. Supp. 2d 600 (D.R.I. 2005).publishedCorp. v. Coffey & Martinelli, Ltd., 821 A.2d 222, 226 (R.I.2003); Merr imack Valley Nat’l Bank v. Baird, 372 Mass. 721 , 363 N.E.2d 688, 690 (1977).
- Larsen v. Simonds Indus., Inc., 337 F. Supp. 2d 331 (D. Mass. 2004).publishedWholesale Elec, v. Danvers, 411 Mass. 39 , 48, 577 N.E.2d 283, 289 (1991); Merrimack Valley Nat’l Bank v. Baird, 372 Mass. 721, 723 , 363 N.E.2d 688, 690 (1977).
- USS Indus. Park Assocs., LLC v. Mid-States Packaging & Distrib., Inc., 17 Mass. L. Rptr. 718 (Mass. Super. Ct. 2004).publishedMerrimac Valley Nat’l Bank v. Baird, 372 Mass. 721, 723-24 (1997).
- Lohnes v. Level 3 Commc'ns, Inc., 272 F.3d 49 (1st Cir. 2001).publishedE.g., Merrimack Valley Nat’l Bk v. Baird, 372 Mass. 721 , 363 N.E.2d 688, 690 (1977).
- Firstar Commc'ns of Louisiana, LLP v. Tele-Publ'g, Inc., 798 So. 2d 1032 (La. Ct. App. 2001).publishedMerrimack Valley National Bank v. Baird, 372 Mass. 721, 723-24 , 363 N.E.2d 688, 690 (1977).
- Fed. Fin. Co. v. Savage, 730 N.E.2d 853 (Mass. 2000).published“are clear they alone determine the meaning”
- Hills Stores Co. v. Bozic, 769 A.2d 88 (Del. Ch. 2000).publishedMerrimack Valley Nat'l Bank v. Baird, 372 Mass. 721 , 363 N.E.2d 688, 690 (1977); Boston Edison Co., 856 F.2d at 366-67 .
- Boston Globe Newspaper Co. v. Folktree Concertmakers, Inc., 1998 Mass. App. Div. 206 (Mass. Dist. Ct., App. Div. 1998).publishedMerrimack Valley Nat'l Bank v. Baird, 372 Mass. 721, 723 (1977); NRF Distributors, Inc. v. U.S. Carpet, Inc., 1990 Mass. App. Div. 215, 217 .
- Davis v. Dawson, Inc., 15 F. Supp. 2d 64 (D. Mass. 1998).published(writing construed against “author of the doubtful language if the circumstances surrounding its use and the ordinary meaning of the words do not indicate the intended meaning of the language)
- Cadle Co. v. Marchionne, 7 Mass. L. Rptr. 478 (Mass. Super. Ct. 1997).published “The defendants’ liability as guarantors is ascertained from the terms of the written contract”
- Mobili Berloni, S.p.A. v. North Atl. Designs, Inc., 7 Mass. L. Rptr. 188 (Mass. Super. Ct. 1997).published“the guaranty’s terms and the circumstances surrounding its creation, such as [the] relationship of the parties, actions of the parties and established business usages”
- Den Norske Bank As v. First Nat'L of Bost, 75 F.3d 49 (1st Cir. 1996).published In descending order of importance, extrinsic evidence may include: (1) the parties’ negotiations on the particular loan, see Merrimack Valley Nat’l *53 Bank v. Baird, 372 Mass. 721 , 363 N.E.2d 688, 690 (1977); Charles River Mortgage Co. v…
- D'Annolfo v. D'Annolfo Constr. Co., 654 N.E.2d 82 (Mass. App. Ct. 1995).publishedBank v. Baird, 372 Mass. 721, 723-724 (1977).
- Fenoglio v. Augat, Inc., 254 F.3d 368 (1st Cir. 2001).published
- Arthur Zanditon v. Michael B. Feinstein, Theodore I. Libby, Harris B. Libby & Ernest A. Singer, Arthur Zanditon v. Michael B. Feinstein, 849 F.2d 692 (1st Cir. 1988).published
- Fed. Deposit Ins. Corp. v. Pritam Singh, 977 F.2d 18 (1st Cir. 1992).published
- Charles River Mortg. Co. v. Baptist Home of Massachusetts, Inc., 630 N.E.2d 304 (Mass. App. Ct. 1994).published
- Massachusetts Mun. Wholesale Elec. v. Danvers, 577 N.E.2d 283 (Mass. 1991).published
- Massachusetts Mun. Wholesale Elec. Co. v. Town of Danvers, 411 Mass. 39 (1991).published
- Repub. Pipe & Supply Corp. v. Marnell Constr. Corp., 363 N.E.2d 1361 (Mass. App. Ct. 1977).published
- Katz v. Belko, 450 N.E.2d 630 (Mass. App. Ct. 1983).published
- Midway Excavators, Inc. v. Granite Sav. Bank, 455 N.E.2d 1002 (Mass. App. Ct. 1983).published
- Powers v. Mukpo, 12 Mass. L. Rptr. 517 (Mass. Super. Ct. 2000).published
- Encon Indus., Inc. v. Heritage Distributors, Inc., 1987 Mass. App. Div. 158 (Mass. Dist. Ct., App. Div. 1987).published
372 Mass. at 722 Interpreting guaranty contract limitations and liability4 citing casesThe evidence showed that the defendants signed 2 and delivered to the Merrimack Valley National Bank (bank) a standard form guaranty contract on which one…
- Pemstein v. Stimpson, 630 N.E.2d 608 (Mass. App. Ct. 1994).published
- Cmty. Nat'l Bank v. Loumos, 372 N.E.2d 265 (Mass. App. Ct. 1978).published
- Synthetic Materials Corp. v. Maciel, 397 N.E.2d 1132 (Mass. App. Ct. 1979).published
- United States Trust Co. v. Benjoya, 3 Mass. Supp. 68 (Mass. Super. Ct. 1981).published
372 Mass. at 725 Interpreting ambiguous contract language against drafters4 citing cases“Therefore, we conclude that the defendants are not entitled to the protection of the Keith rule, supra; that the normal rules of contract construction apply in these cases; and that therefore the writing is to be construed strictly against the defendants as authors of the writing.”
- First Nat'l Bank v. Ibarra, 716 N.E.2d 647 (Mass. App. Ct. 1999).publishedBank v. Baird, 372 Mass. 721, 725-726 (1977).
- Allegheny Int'l Credit Corp. v. Bio-Energy of Lincoln, Inc., 485 N.E.2d 965 (Mass. App. Ct. 1985).published
- Shawmut Bank, N.A. v. Wayman, 606 N.E.2d 925 (Mass. App. Ct. 1993).published
- Siderius, Inc. v. Sriberg, 452 N.E.2d 259 (Mass. App. Ct. 1983).published
363 N.E.2d at 723 “[w]hen the words of a contract are clear they alone determine the meaning of the contract”1 citing case
- Passmore v. Fid. Investments, No. 2:24-cv-11757 (E.D. Mich. Feb. 24, 2025).“[w]hen the words of a contract are clear they alone determine the meaning of the contract”
This is a consolidated appeal involving four contract actions which were tried together. A judge of a District Court found for the defendants, and the plaintiff appealed to the Appellate Division of the District Courts, Northern District, which dismissed its report. Thereafter the plaintiff appealed to this court. We conclude that there was error and that the order dismissing the report must be reversed.
[*722] The evidence showed that the defendants signed [2] and delivered to the Merrimack Valley National Bank (bank) a standard form guaranty contract on which one guarantor-signer had written, “For $10,000.00 Nov. 12, 1969 For 120 days.” Under the standard form contract the defendants guaranteed “[f]or valuable consideration,” all obligations of Bliss/Pack, Inc., “now existing or hereafter arising, which are incurred prior to the receipt by the Bank of written notice of the revocation of this guaranty.” They also waived “notice of any loans made, extensions granted, or other action taken in reliance hereon and... assent [ed] to any renewal, extension or postponement of the time of payment or any other indulgence.” A typewritten insertion in the contract form stated that maximum liability thereunder was “as detailed below.” See note 2 supra.
After delivery of the instrument, the bank and Bliss/ Pack, Inc. (Bliss/Pack), executed a demand note for $19,-700. Between November 21, 1969, and February 27, 1970, the bank made additional loans to Bliss/ Pack of $73,000.
On January 3, 1972, the bank for the first time made demands on the defendants as guarantors for payment of Bliss/Pack’s loans. Subsequently the defendants were notified that there were insufficient funds available, under a bankruptcy proceeding against Bliss/Pack in the United States District Court, to pay outstanding Bliss/Pack loans, and that the bank looked to the defendants for payment of $10,000 in accordance with the terms of their personal guaranties. The defendants refused to pay this sum.
The trial judge in the instant cases decided that the defendants intended to limit the time of their guaranty by adding the restrictive phrase, “For $10,000.00 Nov. 12, 1969 For 120 days,” to the guaranty contract. The judge concluded that the defendants were not liable to the bank under their guaranty contract because the bank failed to[*723] demand repayment from them within the contract period of 120 days. In addition, the judge ruled that the bank’s involvement (without the defendants’ consent) in the attempted reorganization of the bankrupt corporate promi-sor as matter of law discharged the defendants of their obligations as guarantors.
As shown by the language of its written opinion, the Appellate Division based its decision essentially on reasoning that the handwritten language in the contract limited in time all obligations of the defendants, and that their potential liability was ended when the bank failed to make demand of the defendants within the 120-day period.
The bank disputes these conclusions. It argues that the restrictive phrase added to the guaranty contract imposed a limit on the time during which it could extend credit to Bliss/Pack in reliance on the defendants’ guaranty. It further maintains that the defendants waived their right to claim discharge of their obligation due to the bank’s reorganization dealings with the corporate promisor in the guaranty contract and because the defendants themselves had knowledge of Bliss/Pack’s attempt to reorganize under c. 11 of the Bankruptcy Act. The bank seasonably filed appropriate requests for rulings raising these matters, and the requests were denied by the judge.
After examination of the record before us, we conclude that the phrase “For 120 days” did not limit the duration of the guaranty but, instead, limited the period during which the bank could extend credit in reliance on the guaranty. In addition, we conclude that the defendants waived the necessity for assent to changes in the payment schedule established by the bank and the corporate promi-sor. Consequently, we hold that the judge below erred in ruling the defendants not liable to the bank on their guaranty contract.
1. The defendants’ liability as guarantors is ascertained from the terms of the written contract. Schneider v. Armour & Co., 323 Mass. 28, 30 (1948). When the words of a contract are clear they alone determine the meaning of the contract but, when a contract term is ambiguous, its[*724] import is ascertained from the parties’ intent as manifested by the guaranty’s terms and the circumstances surrounding its creation, such as relationship of the parties, actions of the parties and established business usages. Zeo v. Loomis, 246 Mass. 366, 368 (1923). See Schneider v. Armour & Co., supra; Standard Plumbing Supply Co. v. LaConte, 277 Mass. 497, 499 (1931). Clearly the language “For 120 days” created ambiguity, particularly since it contradicted language in the printed contract which provided that the guaranty extended to all loans made prior to written notice of revocation by the guarantors. However, the record in these cases sheds no light on the parties’ intent with regard to the term “For 120 days.” [3] ****8 Contrast Sullivan v. Arcand, 165 Mass. 364 (1896) (surrounding circumstances show parties intended a continuing guaranty contract). Therefore, we look to the rules of contract construction to establish the legal meaning of the term “For 120 days” as employed in this contract.
As a general rule, a writing is construed against the author of the doubtful language, Wright v. Commonwealth, 351 Mass. 666, 673 (1967), if the circumstances surrounding its use and the ordinary meaning of the words do not indicate the intended meaning of the language. Aldrich v. Bay State Constr. Co., 186 Mass. 489, 491 (1904). The author of the ambiguous term is held to any reasonable interpretation attributed to that term which is relied on by the other party.
This court has held, in cases involving guaranty contracts, that ambiguities generally are not construed strictly against the guarantors. Keith v. Thomas, 266 Mass. 566, 571 (1929). This principle is justified presumably by the secondary nature of the guarantor’s participation. In the cases before us, however, unlike most cases involving guar[*725] anty contracts, the guarantors were the authors of the disputed and ambiguous language. Therefore, we conclude that the defendants are not entitled to the protection of the Keith rule, supra; that the normal rules of contract construction apply in these cases; and that therefore the writing is to be construed strictly against the defendants as authors of the writing. See the Wright and Aldrich cases, supra.
Applying such a rule of construction we need only decide whether the bank’s interpretation of the phrase “For 120 days” — as a limit on the period for extension of credit — was reasonable. Clearly it was. The guaranty contract covered all obligations of Bliss/Pack, not merely short term loans, and the language at issue is susceptible of many meanings. [4] The bank relied on its interpretation of the ambiguous phrase and extended substantial loans to Bliss/ Pack within 120 days of the guaranty date. Therefore, we hold that the judge below erred in ruling that the defendants were not liable under their guaranty contract because of the bank’s failure to demand repayment within 120 days of the contract’s date.
2. Moreover, we hold that the defendants are not discharged from liability under their guaranty contract, even though the bank (attempting to prevent the bankruptcy of Bliss/Pack and thus to secure full repayment of its Bliss/Pack loans) altered the terms of repayment of the Bliss/Pack loans without the express assent of the defendants. Although as a general rule the bank’s acts might well discharge the defendants from their obligations as guarantors, under the terms of the guaranty contract the defendants consented in advance to these acts. They are bound by their agreement which makes the general[*726] rule inapplicable. Snelling v. State St. Bank & Trust Co., 358 Mass. 397, 405-406 (1970). [5] Provident Co-op. Bank v. James Talcott, Inc., 358 Mass. 180, 192 (1970). This is particularly true since the defendants’ insertion of handwritten terms into the guaranty warrants, even requires, an inference that they considered carefully and understood the terms of the contract they signed.
Since the defendants are liable as guarantors under the terms of their guaranty contract we conclude that the order of the Appellate Division dismissing the report must be reversed. The actions are remanded to the District Court for further proceedings consistent with this opinion.
So ordered.
The contract was signed by five persons, each of whom placed a dollar figure after his signature. The fifth guarantor, Richard T. Bliss, is not a party to this action, and the effect of the handwritten figures on the defendants’ liability under their contract is not at issue in this appeal.
Very little oral testimony was heard. One of the defendants testified that the guarantors decided among themselves that the language “For 120 days” would be placed on the guaranty form to limit their liability in amount and in time. This testimony was without significance because the witness further testified that the meaning of “For 120 days” was never conveyed to the bank.
This phrase could import into the contract an implied revocation of guaranty after 120 days. (Note that the intention to revoke a guaranty must be clearly inferable from the language used. A. Stearns & J. Elder, Suretyship 88 [5th ed. 1951].) It also could limit the scope of the guaranty to loans defaulted on within 120 days of the contract date. Such a meaning could have been achieved clearly through use of a phrase such as “default within 120 days.”
Therefore we need not decide whether the defendants waived their right to consent to the alteration of repayment terms by their knowledge in fact of the alterations.