Legal text with punctuation problems/Probleme wegen überflüssigem Komma

Rogers Communications Inc. hatte einen Vertrag mit Aliant Inc, der wegen einem Kommafehler im Vertrag viel früher gekündigt werden konnte, als vorgesehen.

globeandmail.com reports that a comma too many in a contract meant it could be terminated five years earlier than intended.

Rogers thought it had a five-year deal with Aliant Inc. to string Rogers’ cable lines across thousands of utility poles in the Maritimes for an annual fee of $9.60 per pole. But early last year, Rogers was informed that the contract was being cancelled and the rates were going up. Impossible, Rogers thought, since its contract was iron-clad until the spring of 2007 and could potentially be renewed for another five years.

What the contract said:

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.”

What it should have said:

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.”

The suggestion that lawyers should avoid commas so they can’t be used to change meaning is a fallacy engrained in popular consciousness, and finding an example is like suddenly discovering the eskimos really do have more than three words for snow.

So who better than Mark Liberman at Language Log to consider the language of the contract. He argues that the contract should have been phrased better so the problem didn’t arise.

Given the importance of such ambiguities of interepretation, in construing laws and judicial orders as well as contracts, I’ve always been puzzled that lawyers aren’t routinely educated in basic practical syntax and semantics. In olden times, lawyers would have acquired (an approximation to) these skills in the course of learning dead languages. These days, I suppose that few of them get any educational help at all in such matters, and have to fall back on their native wit, such as it may be.

I found the original report (in nos. 27-30, the Commission refers to more arguments than just the comma).

LATER NOTE: I should have said that it would have been better to draft the clause so that a comma would make no difference. I found a discussion of how to redraft this particular clause at Wayne Schiess’s Legalwriting.net.

I’d simply like to suggest you can make the five-year term clear without worrying about commas–if you’re willing to write in short sentences:

* This agreement continues in force for five years from the date it is made. After the first five-year term, it continues in five-year terms unless either party terminates it by one-year’s prior written notice.

I will probably write up this site in a separate entry, but meanwhile, have a look at it if you’re interested in drafting. The comments suggest that Professor Schiess does not often have time to post.

8 thoughts on “Legal text with punctuation problems/Probleme wegen überflüssigem Komma

  1. Derek,
    I have done the correction – you may need to refresh the screen to see that. I really must move the blog, but when? Then I would have a better comments system. I would also like to show in the sidebar where there has been a recent comment. As it is, most of my comments are closed to avoid spam.

    I have to do something else now, but I have added a further link to the original entry above. The link is to a legal drafting site by Wayne Schiess, who suggests two sentences. I did Google last week and found some 2-sentence similar ghits, but since then, Google has been overtaken by examples of this case, which now outrank similar boilerplate examples.

  2. Schiess’s way in which he has Comments immediately visible after his entry seems to me to be the best solution – assuming that the Comments relate to the entry and are not just private notes welcoming the author back from somewhere.

    Mark Liberman’s entry also roused in me the urge to comment but he does not provide for comments at all as far as I can see which means that he is simply broadcasting.

    I came upon your entry while searching for “comma” a few days ago – I had no idea that it was such a hot issue!

  3. You will find under each entry a link marked ‘Permalink’, or alternatively a link showing the time of day – whichever of the two appears as a link in blue. Have you tried clicking on that? Then you see the whole entry plus comments on one page.

    As for Language Log, they are all a bit touchy about spam. I suppose none of them would feel individually responsible for deleting it. They once had comments for a few days, but they were overwhelmed. So they say you should email them. I do sometimes email, especially Mark Liberman, and he usually extends his entry quoting comments he has received. I don’t think it’s satisfactory, but they do receive comments. At the moment I have been exchanging email with Bill Poser on the definition of murder, but I don’t know if it’s worth doing a separate entry here.

  4. No, I have not yet tried ‘Permalink’ but when I checked at 3:07 to see if anybody else had posted a comment here I had to click on ‘7’ on your calendar so I made an IE6 ‘Favorit’ out of it:

    http://www.transblawg.eu/serendipity/uploads/MT_archives/002050.html

    and then when I used that Favorit to get back here just now there it all is: your original posting followed neatly by all the comments in chronological order followed by the comment entry box!

    Now that (plus separately the current day, the calendar and a linked contents list on the index.html page) is the setup that I would like to have! All entries other than the current day would be automatically archived at midnight and would look like this page here.

    The only difference to your present setup is that you have multiple entries without immediately visible comments on the index.html page and no List of Contents (as far as I can see).

    I am off now to hunt for THE software!

  5. One thing I do badly is categories. For instance, on the index page, there is a category name under each post. If you click on it, you see all the entries I ever made in that category. But I have not been consistent, have masses of ‘Miscellaneous’, and have no list of links in the sidebar.

    Most people use WordPress now. But there’s also a free version of Expression Engine. This MT 2.64 is old, but I don’t want the newest MT. But any newer program will do a few things better than this. I would particularly, as I already said, like it to be easier to block out comment spam. Did you see the two biomass power stations in Munich? I only found out what they were from a commenter, but he could not comment on my original entry because comments were closed.

  6. Well, I have kept myself busy all day today trying out Expression Engine (free) and WordPress (also free). EE is far too complicated for my taste and WP requires a version-compatible template of which, as far as I can see after looking at hundreds of them, there aren’t any that I could stomach (e.g. blood red letters on dark brown background or lemon letters on a pale green field, etc.) and I am not yet up to designing my own. Otherwise WP meets my requirements. I will have another go at finding a template tomorrow – thanks for the tip! WP has a thought-through spam-combatting strategy, by the way.

    No I haven’t seen the biomass power stations yet – what do they smell like close up? If they don’t smell any worse than Munich itself then I suppose that they are viable. I wonder if they could go critical and do a Tchernobyl and biomass-contaminate the whole of Bayern!

  7. I expressed myself badly: I meant that while WordPress has always been free (open source?), EE has only recently had a free version.
    There must be some WP templates out there you can use while acknowledging the author.

    And about the power stations: I was just referring to my problems with the comment feature. I posted a picture of one, then months later someone came along and wanted to tell me what it was, and could only do this by putting a comment under a recent entry.

    Bierm

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