Consider the following sentence: Woman without her man is lost. How would you punctuate the sentence to make its meaning clear? Would the meaning of the sentence change, depending on where you place the comma? Consider the following:
- Woman, without her man, is lost.
- Woman, without her, man is lost.
The result yields two completely different propositions- all dependent on the placement of a single comma!
Now consider the case of Rogers Communications Inc., Canada’s largest cable television provider. In 2002, Rogers Communications Inc. entered into a contract with Bell Aliant, a telephone company in Atlantic Canada, in which Aliant agreed to string Rogers’ cable lines across roughly 91,000 utility poles in the Maritimes for an annual fee of $9.60 per pole. In 2005, Aliant informed Rogers that it was terminating the contract and increasing its rates to $18.91 per pole. Rogers objected, on the grounds that the contract couldn’t be terminated until the spring of 2007. Aliant, on the other hand, was of the view that the agreement could be terminated at any time with only one year’s notice. (The Comma That Costs 1 Million Dollars (Canadian); Costly Drafting Errors, Part 1—Rogers Communications and Aliant; The costly comma – contract punctuation lessons from Canada).
The disputed language is as follows:
Subject to the termination provisions of [the Agreement], [the 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 (1) year prior notice in writing by either party.”
What do you think- can the contract be terminated by either party at any time after providing one year’s notice (As Aliant argues)? Or, can the contract only be terminated at the end of a five year period (as Rogers argues)?
Well, the answer depends on whether the phrase, “unless and until terminated by one year prior notice in writing by either party” modifies both preceding clauses, or just the immediately preceding clause. In its 2006 ruling, the Canadian Radio Telecommunications Commission stated that, based on the rules of punctuation, the presence of the comma immediately before the word “unless” suggests that the closing modifier modifies both preceding clauses. Thus, Aliant could terminate the contract on one year’s notice during the initial five year period.
What if the comma preceding the word “unless” wasn’t there- would that change the interpretation of the contract? Clearly it would:
[the 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 (1) year prior notice in writing by either party.”
In this iteration, the phrase, “unless and until termination by one year prior notice,” modifies only the immediately preceding clause pertaining to renewal of the contract. Thus, the contract as it appears here cannot be terminated until the end of five years.
On appeal, Rogers produced the French language version of the contract, absent from which is the errant comma. The Commissioner reversed its decision, reasoning that it was appropriate to review the French version of the contract because the Commission had approved the pole access rates and regulations in both English and French in 2000 when the rates and regulations were put in place. (Rogers wins ‘comma’ contract dispute). The Commissioner further reasons that between the two versions, it is appropriate to prefer the French language version as it has only one possible interpretation, and that interpretation is consistent with one of the two possible interpretations of the English language version. (English and French Versions of Rogers-Aliant Contract).