Contra Proferentem is not a principle of universal application and it does not merit applicability in case of commercial contracts, for a clause in a commercial contract is bilateral and has mutually been agreed upon. Any question as to unconscionableness of a stipulation contained in an agreement would probably arise for consideration only if it is shown, the relationship between contracting parties was such, one of them was in a position to dominate and he had made use of such position to obtain an unfair advantage. The principle of unconscionability is inapplicable to voluntary commercial agreements between parties of equal bargaining strength. If people with their eyes open choose wilfully and knowingly to enter into a contractual transaction, Court will not step in to relieve them of their obligations under such contract.

– Hon’ble Justice J.B. Pardiwala, BPL Limited v. Morgan Securities and Credits Private Limited, [Civil Appeal Nos. 14565-14566 of 2025] decided on 04.12.2025.