The Costly Comma Communications Conundrum In Canada

Legal Issues

from the a-little-alliteration dept

For all of the complaints that show up about lawyers, it is true that when you’re putting in place contracts, some of the finest details may turn out to be important down the road. John writes in to let us know the latest on the million dollar battle over a comma up in Canada. A few months ago, telco Rogers Communications lost their lawsuit while teaching a bunch of folks about commas and clauses. Basically, it’s a contract dispute, where Rogers had the right to use telephone/power poles that were owned by someone else and managed by Aliant. They put in place a five year contract, renewable in five year increments. However, there was also a clause that allowed the agreement to be terminated with one year’s notice — which Aliant tried to do to Rogers. Rogers flipped out, recognizing that negotiating a new contract would mean much higher prices. It all comes down to a comma. The way Rogers reads the contract, the one year notification only applies at the renewal points. In other words, they can give one year’s notice one year before each five year chunk is up. Aliant notes that with the placement of the comma, the one year notification loophole applies to the entire contract, suggesting they could just give one year’s notice at any time.

The initial decision from this summer was in Aliant’s favor — though, not entirely due to the placement of the comma. The ruling also noted that if the purpose of the clause was to only go into effect every five years, instead of saying Aliant needed to give one year’s notice, it would have given a date by which Rogers needed to be notified. This point is actually a lot more compelling than basing the ruling on just the comma alone (a comma which we doubt the original lawyers really paid attention to at the beginning). However, the story is about to get a lot more interesting. Rogers is appealing, and they claim that they have a second version of the contract written in French that makes it much clearer that the purpose of the original clause is only to allow the contract to be broken at the five year renewal points. Of course, this raises a whole bunch of other questions. How do you handle a contract dispute when the translation of the contract isn’t quite the same? Of course, if the contract was originally written in English and translated to French, it’s easy to just claim that the translator made a mistake, rather than having anything to do with intent. If, however, it was the other direction…