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October 24, 2006
The million dollar comma
You hear stories like this every now and then. It bears repeating. Commas were not meant to be sprinkled liberally into your writing. A misplaced comma can change the meaning of a sentence. When that sentence contains an escape clause for a contract, the consequences can be costly. The NY Times has the story.
The dispute between Rogers Communications of Toronto, Canada’s largest cable television provider, and a telephone company in Atlantic Canada, Bell Aliant, is over the phone company’s attempt to cancel a contract governing Rogers’ use of telephone poles. But the argument turns on a single comma in the 14-page contract. The answer is worth 1 million Canadian dollars ($888,000).
Citing the “rules of punctuation,” Canada’s telecommunications regulator recently ruled that the comma allowed Bell Aliant to end its five-year agreement with Rogers at any time with notice.
Rogers argues that pole contracts run for five years and automatically renew for another five years, unless a telephone company cancels the agreement before the start of the final 12 months.
The contract is a standard one for the use of utility poles, negotiated between a cable television trade association and an alliance of telephone companies. French and English versions were approved by a government regulator about six years ago.
The dispute is over this sentence: “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.”
The regulator concluded that the second comma meant that the part of the sentence describing the one-year notice for cancellation applied to both the five-year term as well as its renewal. Therefore, the regulator found, the phone company could escape the contract after as little as one year.
“The meaning of the clause was clear and unambiguous,” the regulator wrote in a ruling in July.
But Kenneth G. Engelhart, vice president for regulatory affairs at Rogers, disagreed. “Why they feel that a comma should somehow overrule the plain meaning of the words is beyond me,” he said. “I don’t think it makes any sense.”
But Canada is bilingual. Was the comma there in the French version?
Rogers is also pointing to the official French version of the pole agreement, which has equal status under Canadian law. While differences between the languages will not settle the comma question, Mr. Engelhart said the phrasing removed any ambiguity about the contract’s life span.
“It becomes very clear once you read the French version,” he said.
Of course it does... to him. Unfortunately, the Times did not print the French version.
Posted by William Polley at October 24, 2006 11:50 PM
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