montreal mike

This item made the news in Canada a few months ago. I find it fascinating how a misplaced or redundant comma made all the difference. If you think you know the basic rules of punctuation then this will be of interest.



Grammarians take heed of telecomma dispute

GRANT ROBERTSON AND BEPPI CROSARIOL , Globe and Mail Update

It began as an arcane legal dispute between two Canadian companies, but a fight between Rogers Communications Inc. and Aliant Inc. over the placement of a comma in a multimillion-dollar contract has ignited an international debate over the importance of language.

After a long period of deliberation, Canada's telecom regulator is expected to rule on the case in the next few months. When it does, an array of business experts, law schools and language specialists from around the world will be watching the outcome closely.

The comma quarrel — which threatens to cost Rogers at least $1-million because of a simple grammatical issue in the contract — has been called an English teacher's delight, reinforcing the value of basic punctuation and grammar in the business and legal worlds.

Dozens of universities have flagged the case as a cautionary tale for business and law students, while language specialists from across Europe and North America are now weighing in with arguments and advice in the dispute.

“The phone has been ringing quite a lot. We've had tons of people calling us who want to argue the case for us,” said Daniel Campbell, a lawyer for Aliant.

The dispute, which surfaced this summer, stems from a contract Rogers signed in 2002 to string cable lines across telephone poles in the Maritimes. Rogers thought it had an unbreakable, five-year deal with Aliant, which administered the poles.

But a few years into the arrangement, Aliant informed Rogers the contract was being cancelled, and its rates for the use of the poles were being increased by a sum that would turn out to be worth more than $1-million.

At the heart of the issue was a single sentence in the contract, which read: “This agreement shall be effective from the date it is made and shall continue in force for a period of five (5) years from the date it is made, and thereafter for successive five (5) year terms, unless and until terminated by one year prior notice in writing by either party.”

That sentence has since been e-mailed around the world as academics, legal experts, newspapers, radio commentators and students argue over the true intent of the words. Aliant argues the second comma allows it to scrap the 14-page contract, since the termination applied to both the first five years and the subsequent five-year periods.

After parsing the words — and calling upon grammar specialists of its own — the Canadian Radio-television and Telecommunications Commission (CRTC) agreed with Aliant. Rogers was incensed, insisting that neither company signed the contract with the intent of cancelling in the first five years.

Rogers has subsequently marshalled its own experts, including New York contract lawyer and legal syntax guru Kenneth Adams, who produced a hefty, 69-page affidavit. Rogers has also dug up a French version of the contract, where the sentences are structured differently, to argue its case.

The CRTC must now determine whether one of Canada's official languages should take precedence over the other in such a dispute. One insider at the CRTC said the case is by far one of the most unusual disagreements the commission has dealt with in decades.

While the comma battle may seem farcical or absurd, academics say it is no laughing matter.

When McGill law professor Richard Janda was invited on public radio in the U.S. recently to discuss the case, he said the comma dispute should be heeded beyond Canada's borders. “I've been warning students [in Canada] with it,” Mr. Janda told NPR. “So I'm happy to have that warning sent across the border.”

University of Toronto law professor Peter Ruby added the case to his curriculum in September then returned to the subject for a lecture in October when Rogers raised the language debate in its appeal of the first CRTC ruling.

Speaking to a conference of energy companies in the U.S. recently, Mr. Ruby asked a room full of executives to voice their opinion on the sentence. The results indicated how divisive the comma debate has become: “I had the audience vote ... Half voted one way, and half voted the other way,” Mr. Ruby said.

Should Rogers lose its appeal to the CRTC, the telecomma — as it's been dubbed in Canadian legal circles — will be going to court. Consumers have questioned whether Rogers' customers could be left footing the million-dollar bill if the company is unsuccessful. But Rogers lawyer Ken Englehart said the money would be added to the company's operating costs. “Essentially, we would have to eat this money,” Mr. Englehart said.

Wol

Beautiful!

To my untutored mind it seems straightforward - the comma allows the first five years to be cancellable as are subsequent periods. It may well not have been the intention but that's what the contract says.

The interesting bit is the way the French version may or may not have precedent. It just shows the minefield that bilingual countries can enter - and when you consider the sheer number of Canadian contracts, manuals, instructions, legal documents and so on that have to be produced in both languages in order to keep the Francophones (partly) happy.........

And that's not even considering the Greengrocers' Apostrophe!

JYKelly

I thought I had come over here to get away from work.

I agree, I think Aliant have a solid case.

I'm also surprised there is not a 'contract language' clause written into the agreement which would be normal practice.

kiwi_child

I consider that the inference here is that a minimum of one years' notice in writing must be given and that this cannot be given until the end of year four of the initial term. Why? Because it clearly seems to me that the termination clause was referring to subsequent terms, not the initial one.

montreal mike

A bit more background if only because I first became familiar with it this past summer. The whole idea of a 'locked in' initial five- year period was to render the contract economically viable; so it must have been a nasty shock when one party sought to cancel after merely one year.

I think the intent was clear but , as they say, the devil is in the details.

I never saw the French version but it is possible it might have been less ambiguous and more accurately phrased.

(So any lawyers at this site please take note and make sure your English Grammar is up to par.)

Quiz: many years ago, in the sixties I think, I recall this example of where to stick a comma.

Which one is correct? 1 or 2?

1. Yesterday McDonalds Corporation, the global restaurant chain, opened its 1000th outlet in the Bronx.

Or

Yesterday McDonalds Corporation, the global restaurant chain, opened its 1000th outlet, in the Bronx.

Do you all see where the strategically placed comma also makes a massive difference?

montreal mike

It is a tricky one.

That may well be the intent but it won't hold up under the rules of English Grammar.

At least it seems so to me.

phoenixinoz

Depends.

If McDonalds had opened a total of 1000 restaurants in the Bronx, then option 1.

If on the other hand, McDonalds have opened a total of 1000 and the Bronx restaurant was the last of the 1000, then option 2.

To be fair, every contract I've ever been involved in can be misconstrued or loopholes found. It's more about intent than exact science therefore the *intent* and *context* whithin which the contract has been written is as much, if not more so important than the words themselves.

The biggest winners, as usual, are the lawyers

Wol

Surely the reason you (over) pay lawyers is to make sure you don't have to "infer" anything?

JYKelly

Nor I think, under Contract law, at least under English Contract law, which I suspect Canada's system may closely resemble.

Intent may be relevent in the light of other clauses within the agreement that shed any light, but in absence of this the Contract will be construed on what it actually and literally says.

Economic viability is another non factor, the law is only concerned that there is a valid bargain made, not the adequacy of that bargain to any particular party.

BadgeIsBack

As it stands, ipso facto, I agree with Wol and others reference the wording. However, I believe the spirit of a document, law or intention must be considered. If I was the judge I'd want to hear about the background and the intent at the time. If I felt that a claimed clause was to make the contract viable, and it would not have occured otherwise, then I might be sympathetic - but I'd want to see good evidence of this with supporting documents.

JackTheLad

Jeez Whats gonna happen when they start using semi-colons .

MartinLuther

I've got to say that in all the legal documents I've ever had to sign, there's been a distinct lack of commas. I can't say I've ever seen one - if there was, it certainly wouldn't have been anywhere it could have caused trouble.

montreal mike

You are correct. But option 2 is the correct answer since the chain couldn't possibly have 1000 outlets in the Bronx alone. And this was the point I was trying to make. Being that in this case the lack of a comma makes the statement inaccurate and thus false.

montreal mike

General comment: I find that reading any text put together by lawyers is usually difficult to readily understand since sentences go on forever. Lawyers seem to be incapable of writing several short concise sentences and will opt for a huge long rambling one.

montreal mike

I think intent should count in this case. Seems to me no one wants to sign a contract where one party can opt out after the end of year 1. But technically, based upon the rules that I was taught in the early fifties, this would be permitted.