An Example of How to Avoid Syntactic Ambiguity

Consider the following:

 … that the Employee conceived, developed, or made, either solely or jointly with others, (1) within the scope of the Employee’s duties …

See the problem? It’s not clear whether either solely or jointly with others modifies just made or instead modifies conceived, developed, or made. In other words, this extract exhibits syntactic ambiguity. I’d rather not be in the business of estimating the likelihood of that giving rise to a dispute. Instead, I’d like to eliminate the unintended meaning, namely the first one.

Now consider this version:

… that either solely or jointly with others the Employee conceived, developed, or made (1) within the scope of the Employee’s duties …

By moving either solely or jointly with others to before the subject (the Employee), I eliminated the possibility that it modifies just one of the verbs.

You could also put it after the Employee, but it’s standard writing advice that you not put stuff between the subject and the verb. And someone eager for a fight might be willing to argue that in that position, it modifies just conceived.

So that’s the sort of thing you do to avoid syntactic ambiguity.

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.