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Usenet Posted 20 years ago
Usage
The Two-Million-Dollar Comma
"A grammatical blunder may force Rogers Communications Inc. to pay an extra $2.13-million to use utility poles in the Maritimes after the placement of a comma in a contract permitted the deal's cancellation." The story in full is at the Toronto Globe and Mail site:
http://www.theglobeandmail.com/servlet/story/RTGAM.20060806.wr-rogers07/BNStory/Business/home
The essence is a single sentence in the contract:
"Page 7 of the contract states: The agreement 'shall continue in force for a period
of five years from the date it is made, and thereafter for successive five year
terms, unless and until terminated by one year prior notice in writing by either
party.'"
When Aliant sent Rogers a termination notice well before the first five years were up, Rogers objected, and the contract was submitted to a regulator, who held:
"Based on the rules of punctuation," the comma in question "allows for the
termination of the (contract) at any time, without cause, upon one-year's written
notice."
(As a sidebar, observe that the regulator had a much clearer idea of how to hyphenate than did the contract drafters.)
The newspaper article further states:
"The validity of the contract and the millions of dollars at stake all came down to
one point - the second comma in the sentence."
If one elides that particular comma, one is left with:
"The agreement 'shall continue in force for a period of five years from the date it is
made, and thereafter for successive five-year terms unless and until terminated
by one year prior notice in writing by either party.'"
Does not that remaining comma look somewhat ill at ease?
Moreover, does the "corrected" sentence really seem to say something different from what the original did? Suppose, for simplicity, we take out all the secondary material (which is not irrelevant to the deal, but is not necessary to the crucial part of the analysis); we get:
"The agreement 'shall continue in force for a period of five years from the date it is
made unless and until terminated by one-year prior notice in writing by either
party.'"
No evil commas at all yet does it not seem to allow for an arbitrary cancellation (with the one-year waiting period, which no one seems to be contesting) at any time just as fully as did the original?
http://www.theglobeandmail.com/servlet/story/RTGAM.20060806.wr-rogers07/BNStory/Business/home
The essence is a single sentence in the contract:
"Page 7 of the contract states: The agreement 'shall continue in force for a period
of five years from the date it is made, and thereafter for successive five year
terms, unless and until terminated by one year prior notice in writing by either
party.'"
When Aliant sent Rogers a termination notice well before the first five years were up, Rogers objected, and the contract was submitted to a regulator, who held:
"Based on the rules of punctuation," the comma in question "allows for the
termination of the (contract) at any time, without cause, upon one-year's written
notice."
(As a sidebar, observe that the regulator had a much clearer idea of how to hyphenate than did the contract drafters.)
The newspaper article further states:
"The validity of the contract and the millions of dollars at stake all came down to
one point - the second comma in the sentence."
If one elides that particular comma, one is left with:
"The agreement 'shall continue in force for a period of five years from the date it is
made, and thereafter for successive five-year terms unless and until terminated
by one year prior notice in writing by either party.'"
Does not that remaining comma look somewhat ill at ease?
Moreover, does the "corrected" sentence really seem to say something different from what the original did? Suppose, for simplicity, we take out all the secondary material (which is not irrelevant to the deal, but is not necessary to the crucial part of the analysis); we get:
"The agreement 'shall continue in force for a period of five years from the date it is
made unless and until terminated by one-year prior notice in writing by either
party.'"
No evil commas at all yet does it not seem to allow for an arbitrary cancellation (with the one-year waiting period, which no one seems to be contesting) at any time just as fully as did the original?
Top answer
[/nq] When evaluating legal contracts it is important to know which side was the scrivener. Ambiguities are construed against the scrivener. It is my guess that this basic rule explains the decision.
- [/nq] When evaluating legal contracts it is important to know which side was the scrivener.
- Ambiguities are construed against the scrivener.
- It is my guess that this basic rule explains the decision.
- GFH
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4 Answers
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[nq:1]No evil commas at all yet does it not seem to allow for an arbitrary cancellation (with the one-year waiting period, which no one seems to be contesting) at any time just as fully as did the original?[/nq]
When evaluating legal contracts it is important to know which side was the scrivener. Ambiguities are construed against the scrivener. It is my guess that this basic rule explains the
When evaluating legal contracts it is important to know which side was the scrivener. Ambiguities are construed against the scrivener. It is my guess that this basic rule explains the
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[nq:1]"A grammatical blunder may force Rogers Communications Inc. to pay an extra $2.13-million to use utility poles in the Maritimes ... by one year prior notice in writing by either party.'" Does not that remaining comma look somewhat ill at ease?[/nq]
No, not to me.
[nq:1]Moreover, does the "corrected" sentence really seem to say something different from what the original did? Suppose,
No, not to me.
[nq:1]Moreover, does the "corrected" sentence really seem to say something different from what the original did? Suppose,
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[nq:1]The essence is a single sentence in the contract: "Page 7 of the contract states: The agreement 'shall continue in ... thereafter for successive five year terms, unless and until terminated by one year prior notice in writing by either party.'"[/nq]
I waited for more comments. Now, what do I think was intended? (rhetorical)
IMHO, the intent was an initial five year term, not terminab
I waited for more comments. Now, what do I think was intended? (rhetorical)
IMHO, the intent was an initial five year term, not terminab
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[nq:2]The essence is a single sentence in the contract: "Page ... by one year prior notice in writing by either party.'"[/nq]
[nq:1]I waited for more comments. Now, what do I think was intended? (rhetorical) IMHO, the intent was an initial five ... unless notice was given, no less than one year ahead of the renewal date, that there would be no renewal.[/nq]
In most things like this there h
[nq:1]I waited for more comments. Now, what do I think was intended? (rhetorical) IMHO, the intent was an initial five ... unless notice was given, no less than one year ahead of the renewal date, that there would be no renewal.[/nq]
In most things like this there h
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