Business Contracts: Comma Drama—Is A Comma Really Significant?

Don’t let your contract fall victim to comma drama.

 

Even in contracts, some consider the comma to be an insignificant mark of punctuation—barely worth noticing, emitting merely a pause in a sentence preceding a continued thought. According to Merriam-Webster, a comma is defined as a punctuation mark, used especially as a mark of separation within the sentence. So how important is the comma in a contract or other business communication?

Take the comma drama of 2006. According to Toronto’s Globe and Mail, in a contract between the legal division of Rogers Communications Inc. and Aliant Inc., Rogers thought they had an iron-clad contract to use utility poles for at least five years. But they were surprised by a hefty rate hike before the five years were up.

The proof is in the punctuation. On page seven of the contract, it states that 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.”

Since a comma is used to set off interrupting words, a phrase, or a clause, it is the second comma which brings the entire contract into question. Had that second comma not been in place, the resulting clause would have related only to the preceding phrase, “successive five year terms.” However, the placement of the second comma separates that preceding phrase from the rest of the clause.

In essence, the placement of the second comma allowed Aliant to terminate the contract at any time (or raise rates), without cause, upon one-year’s prior written notice, rather than after the initial five-year period had that second comma not been included.

In the end–and after an untold amount of legal fees–Rogers won the dispute after an 18-month court battle. It was proven that the second comma had not been included in the original French version of the contract.

Business Tip: Always check for proper punctuation placement. 

What’s your comma drama? We’d love to hear about it.
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