A Example of How to Avoid Syntactic Ambiguity

In the course of revising a draft contract, I encountered the following;

Upon occurrence of a Change in Law or a Force Majeure Event that adversely affects the Seller’s performance under this agreement, the Buyer and the Seller shall negotiate in good faith whether to issue a change order addressing the effect of those circumstances and the terms of any such change order.

I said to myself, Hmm, is the obligation triggered by “occurrence of a Change in Law” or “occurrence of a Change in Law … that adversely affects ….”? In other words, this provision exhibited syntactic ambiguity. The intended meaning was the latter.

If I had wanted to leave the structure as is, the only way to eliminate the ambiguity would have been to repeat the “as adversely affects” language, which would have been clunky.

So instead, I eliminated the abstract noun “occurrence,” which was dead weight anyway:

If a Change in Law or a Force Majeure Event adversely affects the Seller’s performance under this agreement, the Buyer and the Seller shall negotiate in good faith whether to issue a change order addressing the effect of those circumstances and the terms of any such change order.

Voilà! No syntactic ambiguity, and three fewer words to boot. I then went on to make other changes to that sentence.

About the author

Ken Adams is the leading authority on how to say clearly whatever you want to say in a contract. He’s author of A Manual of Style for Contract Drafting, and he offers online and in-person training around the world. He’s also chief content officer of LegalSifter, Inc., a company that combines artificial intelligence and expertise to assist with review of contracts.