Bilingual document to the rescue

Ian Austen reports in The New York Times (“The Comma That Costs 1 Million Dollars (Canadian)” published on October 25, 2006) that a comma in the terms of a phone company contract with Rogers Communications of Toronto, Canada’s largest cable television provider, is worth a million Canadian dollars ($888,000). But the French version may settle the question.

The contract, a standard one for the use of utility poles, was 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 the 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—so, the regulator found, the phone company could escape the contract after as little as one year.

But Rogers Communications, the cable television provider, has turned to Canada’s other official language, French, as well as its own outside grammar expert to appeal the ruling. Rogers commissioned a 69-page affidavit, mostly about commas, from Kenneth A. Adams, a lawyer who is the author of two books on contract language. It disputes the regulator’s analysis of what Adams calls “the rule of the last antecedent.”

Rogers also points 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, 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.


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