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9 August, 2006

Punctuation, legally, matters

The placing of a comma has cost a US Canadian telecoms company $2.13 million.

I won't bother to paraphrase the article, but this is a matter of one sentence in a contract:

[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.

One company interpreted that as meaning conditions would be fixed for five years then the agreement could be terminated with a year's notice, whereas another company, the courts and anyone with a reasonable grasp of grammar interpreted it as meaning conditions would be fixed for five years unless the contract was terminated with a year's notice, at any time. The subclause "and thereafter for successive five year terms", delimited by the commas, is clearly parenthetical.

[Via Neil Gaiman.]

Comments

You are correct in all details except one: the companies involved were/are Canadian. [Link]

Posted by Jon. at August 9, 2006 08:57 PM

Oops. Thanks, Jon.

That's an interesting point. Does that mean there was a French version of the contract too? Would it have been a direct translation from English, with the same meaning, or would the company's intended meaning have been clearer?

I'd guess the latter, if the courts upheld the grammatical interpretation.

Posted by NRT at August 9, 2006 11:15 PM

There wouldn't necessarily have been a French version drafted. Private contracts can be in any language the parties desire, except in Quebec, where the parties have to expressly state their desire to have the contract in a language other than French.

Posted by Jon. at August 10, 2006 07:12 PM
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