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 … Read More
Reader Steven Sholk forwarded to me an email he had received from Scribes, the American Society of Legal Writers, with the subject line “Grammar Tip No. 79 — Punctuation As A Basis for Interpretation.” It dealt with a contract provision at issue in Plymouth Mutual Life Insurance Co. v. Illinois Mid-Continent Life Insurance Co., 378 F.2d 389, 390 (3d Cir. 1967) … Read More
Thanks to @legalwritinged, I learned about this post on Porter Wright’s blog Employment Law Reporter. It’s about the recent opinion of the U.S. District Court for the Northern District of Ohio in Alloy Bellows & Precision Welding, Inc. v. Jason Cole, No. 1:15CV494, 2016 WL 1618108, at *1 (N.D. Ohio Apr. 22, 2016) (PDF here). The Opinion Cole worked for … Read More
Here we go again. You might recall that syntactic ambiguity involves uncertainty over what part of a sentence a phrase modifies, or what part of a phrase a word modifies. If you want a whole bunch of examples of syntactic ambiguity, just search for “syntactic” on this blog. Well, the most recent Supreme Court opinion, Lockhart v. U.S. (opinion PDF … Read More
We’ve had occasion to explore the risk you run when a contract refers to itself in confusing ways. See this post about herein; see this post about hereunder; see this post about except as provided below. Well, if a lesson is worth learning three times, it’s worth learning yet again. So thanks to relentless lead generator Steven Sholk, I present you, … Read More
If you’ve been reading this blog for a while, you probably don’t need any further warnings about confusion caused by commas. Well, you’re getting one anyway. A reader told me about this post on the blog of the Electronic Frontier Foundation. It’s about last fall’s Ninth Circuit opinion in Hamdan. It involves the language of a statute, not a contract, but … Read More
In this May 2014 post I wrote about a potential fight over an “and” in an indenture of Caesars Entertainment. Well, we now have an actual fight. For a summary of the current state of play, see this post on Language Log.
One interesting tidbit in the Tim Cummins post I discuss in this post is his reference to a court opinion involving a dispute over meaning of the word “new”. It’s Reliable Contracting Grp., LLC v. Dep’t of Veterans Affairs, 779 F.3d 1329 (Fed. Cir. 2015) (PDF copy here). The issue in that case was whether generators that had never been … Read More
Today I saw this post by Francis Pileggi on the Delaware Corporate & Commercial Litigation Blog. It’s about the recent opinion of the Delaware Court of Chancery in Cyber Holding LLC v. CyberCore Holding, Inc. (PDF here). Cyber Holding LLC (“Seller”) sold CyberCore Corporation (the “Company”) to CyberCore Holding, Inc. (“Buyer”) (what an imaginative bunch of names) in a transaction that closed in … Read More
Via D.C. Toedt, I learned of the Second Circuit’s decision in Lloyd v. J.P. Morgan Chase & Co. (here), decided yesterday. This case involved J.P. Morgan Chase & Co.’s appeal of a lower-court ruling denying their motion to compel arbitration. The Second Circuit affirmed, holding that the lower court had correctly read the arbitration agreement to incorporate the rules of the Financial Industry Regulatory Authority … Read More
