Parse this sentence:

[Cliff Rohrabacher]

Some Creekers use written agreements to create the foundation of a contractual relationship with customers.
Here is a perfect example of why great caution is the order of the day when using a writing:

This (following) sentence was in a 14 page agreement for what Rogers Communications Inc., thought was 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. he reading of one a lousy comma changed everything to the tune of more than $3-million-dollars.

****************************************
"[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 is the logical conslusion one draws from reading that one sentence regarding the following questions:
How long is the term of the ageement?
Is it self renewing?
What about termination?

Pay attention to the comma placement. It meant the world to Rogers.

The court did exactly as one would expect: It enforced the contract according to the terms of the written agreement.

[Lee DeRaud]

My (non-lawyer) reading of it: minimum of one year and automatically renewing until one year after either party terminates. The two occurences of the phrase "five years" are rendered completely meaningless by the second comma.

[Kent Fitzgerald]

I agree with Lee's analysis. As a wise person once said, the large print giveth and the fine print taketh away. I'm reminded of a window sticker I saw while browsing used trucks a few days ago:

[X] LIMITED WARRANTY
For a period of 6 months or 6,000 miles from date of purchase, the dealer will pay 0% of the labor and 0% of the parts for any covered systems....
(Etc., etc. I'm paraphrasing from memory, but the key details are accurate).

Limited, indeed.

[Mark Rios]

I read it differently. It's pretty straightforward to me.

The contract is for five year terms (blocks of time). If you want to cancel, you have to give them a one (1) year notice before the current (existing) five year block of time is done.

In other words, contract signed on January 1, 2001. You must cancel on or before December 31, 2004 to be within the terms of the agreement. If you cancel on January 1, 2005, or thereafter, then you are responsible for another five year term.

This is what the court decided apparently. Sounds like Rogers should get some better lawyers. :D

[Chip Charnley]

I read it differently. It's pretty straightforward to me.

The contract is for five year terms (blocks of time). If you want to cancel, you have to give them a one (1) year notice before the current (existing) five year block of time is done.

In other words, contract signed on January 1, 2001. You must cancel on or before December 31, 2004 to be within the terms of the agreement. If you cancel on January 1, 2005, or thereafter, then you are responsible for another five year term.

This is what the court decided apparently. Sounds like Rogers should get some better lawyers. :D

Better lawyers wouldn't help. Any English major will tell you that the second comma means that the following phrase modifies both phrases joined by the conjunction. Leave out the second comma and it only modifies the phrase after the conjunction (the word 'and').

[Chris Padilla]

"[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."


Let's rewrite it a bit first and leave out all commas (and phrase contained within) and the "unless and":

"[The agreement] shall continue in force for a period of five years from the date it is made until terminated by one year prior notice in writing by either party."

or

"[The agreement] shall continue in force for a period of five years from the date it is made unless terminated by one year prior notice in writing by either party."

Okay, I think the sentence and its meaning is clearer if not lacking some extra information. This has zero to do with commas IMO since the phrase between the commas, while relevant, can easily be removed. A second sentence after this one with that info would be fine but it wouldn't change anything.

Clearly, the info after the unless or until renders any "5 year deal" pretty much useless as the party, one day after signing the agreement, could submit their termination notice and be out of the contract 365 days later.

They could have put "20 year deal" in there or "50 year deal" and it wouldn't have made any difference: the ability to terminate in 1 year overrides everything said before it.

[Cecil Arnold]

Yup, what Chris and Chip said.

[Mark Pruitt]

And this, my friends, is exactly why lawyers remain employed, and why the moment you enter "The System" you are toast. I agree with how Lee interpreted it, but so what? It doesn't matter. It's all in the hands of a judge, jury, or arbitrator who himself/herself will offer ONLY an opinion even though it will be deemed a "ruling" by virtue of the fact that it is the opinion of someone in power.:mad:
Mark

[Todd Burch]

This is how I read it:

How long is the term of the ageement?

The initial agreement is for 5 years.

Is it self renewing?

Yes, in 5 year chunks.

What about termination?

Either the initial 5 year chunk or any subsequent 5 year chunk can be terminated with a written notice at least 1 year in advance of the end of a 5 year chunk.

I would have expected Rogers to mean the agreement would be terminable at any time (even cutting a 5 year chunk smaller), with at least a 1 year notice, but I don't see it being written as such.

Which comma? How should it have been written and what was the intent?

Todd

[Roger Bell]

Ambiguities such as this are generally construed against the writer of the contract and in favor of the other party.

[Tony Falotico]

****************************************
"[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.”
******************************************

OK, heres my take..........

If you take out the FIRST comma: It's a five year contract, self renewable for five year increments, but can be terminated anytime after one years notice. I doubt that was either parties intent.

If you take out the SECOND comma (leaving the first one in): It's a five year contract, cannot be terminated within the first five years, self renewable in five year increments unless the RENEWAL is terminated with one years advance notice, cannot be terminated within any five year renewal period. I'm guessing this was the original intent.

As written, the five year initial period and five year renewal periods keep the contract in force indefinitely, but the termination clause allows termination anytime within the life of the contract given one years notice by either party.

So my guess is that the first comma is the culprit.

What did the courts say Cliff ?? I'll hang on to my day job :D :D

[Robert Mickley]

I just knew I should not have read this, now my head hurts.

[Lee DeRaud]

I just knew I should not have read this, now my head hurts.Our work here is complete: take five, guys...smoke 'em if ya got 'em. :D

[Cliff Rohrabacher]

The court read it to say that either party could terminate any time with a one year notice.

To Aliant, Inc., gave notice of termination early in the first year of the contract. Rogers got shtupped big time.

[Bill Grumbine]

I read this thing over and over thinking I must have turned into a moron or something. My initial impression is, what good is a five year contract that can be cancelled by either party at any time with one year's notice? Forget the commas.

Bill

[Mark Pruitt]

I read this thing over and over thinking I must have turned into a moron or something. My initial impression is, what good is a five year contract that can be cancelled by either party at any time with one year's notice? Forget the commas.

Bill
Bill, you haven't turned into a moron but you definitely have helped to "turn" me into a spinnaholic who no longer knows what it feels like to have money in my pocket!:eek: :D Can't wait to see the new DVD.
Mark

[Steve Schoene]

The deed was done when they tried to get away with just a 14 page contract for a matter of importance to the company. In the more appropriate 60 page contract everything can be spelled out, defined and clarified. And proofread. I've seen examples where the idiocy of some junior lawyer who let $21 million be turned into $21 thousand in a loan agreement. Which amount do you think the borrower repaid? (And, yes the courts confirmed that amount, even though, in my opinion, the borrower was without doubt morally a thief, regardless of the law.)

[Cliff Rohrabacher]

some junior lawyer who let $21 million be turned into $21 thousand in a loan agreement. Which amount do you think the borrower repaid? (And, yes the courts confirmed that amount, even though, in my opinion, the borrower was without doubt morally a thief, regardless of the law.)

Where is Judge Cardozo when you need him?

[tod evans]

this type of happy horse ......happens when men can`t be honest and do business with a handshake and their word.
darn good thing i`m small time in the sticks...02 tod

[Bill Grumbine]

this type of happy horse ......happens when men can`t be honest and do business with a handshake and their word.
darn good thing i`m small time in the sticks...02 tod

How 'bout it Tod!?! When I read Steve's comment about a proper contract being 60 pages, it made my head hurt! Honor and integrity go a long way that paper doesn't.

[Lee DeRaud]

I've seen examples where the idiocy of some junior lawyer who let $21 million be turned into $21 thousand in a loan agreement. Which amount do you think the borrower repaid? (And, yes the courts confirmed that amount, even though, in my opinion, the borrower was without doubt morally a thief, regardless of the law.)No kidding. You should have seen what my ex-wife's paralegal did to my first draft of our divorce agreement. When I pointed out that his changes would give her a lot less money, he got all huffy and stomped out...and still tried to bill her for the (incompetent) work.

[Steve Schoene]

Part of the problem is that the issues in the contracts are so complex, that to expect each party to truely agree on what the terms are requires it be spelled out in detail. The parties could honestly disagree about what was being decided between them.

But unfortunately there are plenty of excepts to the concepts of integrity. Another example from the "real world". A company issued over the course of several years a series of secured bonds. The indenture indicated that they all equally shared the same collateral, and in the years since they were issued they traded in the market place as if they were all of equal rank. When the company got in trouble and filed bankruptcy, someone noticed that the documents to register the collateral with the states had been done improperly for several of the issues--basically a clerk had screwed up. The company indicated that the fair thing to do was to treat them all the same since that was the bargain everyone had made. But no, some of the holders of the bonds whose collateral documents had been properly executed sued to force the other bonds into a lower class so that they could get a larger recovery. Of course, the court agreed that it was the formalities of the paperwork that had to be followed and so some bondholders were screwed. I still don't really understand how the guys who complained can sleep at night. They too are thieves, at least morally.

[Chris Padilla]

Steve,

Wouldn't it just *stink* to have done your paperwork properly and others did not and you end up "paying" for their mistakes? Now I'm sure in the case you sited above, the devil ('s advocate) is in the details.

[Steve Schoene]

It was not a question of the bondholders screwing up, rather it was probably a junior attorney who took the documents to the wrong window in the courthouse and the clerks who took themj just pitched them instead of directing them to the right place. Profiting off such a innocent mixup is theft in my opinion. Sure fire the attorney who screwed up, and perhaps the clerks who let it happen, but for totally innocent bondholders to lose substantial parts of their inventments just makes no sense to me. I suppose the difference could be recovered from the firms malpractice insurance, making everyone, except the insurance company, and ultimately the attorneys whose premiums raise, but there are no losers from treating the issues as they were intended by all involved.