Compared with what was in the fourth edition, chapter 12 (Syntactic Ambiguity) of A Manual of Style for Contract Drafting has changed little. (I added a section on delimiting commas in coordination and a section on multiple instances of syntactic ambiguity in a sentence, but that’s pretty much it.) That shouldn’t come as a surprise. That chapter and the other … Read More
I noted with interest Vice Chancellor Glasscock’s opinion in Weinberg v. Waystar, Inc., decided today (PDF here). Here’s the language at issue: The Converted Units shall be subject to the right of repurchase (the “Call Right”) exercisable by Parent, a member of the Sponsor Group, or one of their respective Affiliates, as determined by Parent in its sole discretion, during … Read More
A tipster with a sense of humor sent me a link to an opinion of the Minnesota Court of Appeals, Borth v. Borth, No. A21-0571, 2022 WL 90612 (Minn. Ct. App. Jan. 10, 2022) (here). This dispute involves our old friend, syntactic ambiguity. I’m not about to go into the details, because to stay sane, I have to ration the … Read More
If there’s one thing I’ve learned, it’s that you’d have to look far and wide to find a judge who has a clue about commas. Thanks to the opinion in ECB USA, Inc. v. Chubb Insurance Co. of New Jersey, No. 20-20569-CIV, 2021 WL 5989230 (S.D. Fla. Dec. 17, 2021) (PDF here), we have further reason for despair in that … Read More
Thanks to a tip from @NY_Contracts, here’s yet another story of a court failing at textual interpretation. The opinion in question is Dan’s Hauling & Demo, Inc. v. GMMM Hickling, LLC, No. 1068, 2021 WL 1711512 (N.Y. App. Div. 30 Apr. 2021) (PDF here). It’s from the Fourth Department of the Appellate Division, New York State’s intermediate appellate court. The plaintiff … Read More
Drafters can learn three things from courts screwing up analysis of ambiguity. First, you learn what ambiguous text looks like. Second, you learn that fights over ambiguous contract language are messy and expensive. And third, you learn that too many courts are incapable of analyzing ambiguous contract language in a way that makes sense; see this 2020 blog post for … Read More
The legal profession is afflicted by systemic problems, some urgent, some chronic. But here’s one you might not be aware of: it appears that many judges are ill-equipped to perform basic textual interpretation. Such a generalization has to be grounded in specifics, so let’s look at a recent opinion issued by the Minnesota Court of Appeals, State v. Khalil, No. … Read More
In this November 2019 post I wrote about Princeton Excess & Surplus Lines Insurance Co. v. Hub City Enterprises, Inc., a court opinion from the U.S. District Court for the Middle District of Florida in which a judge demonstrated catastrophic misunderstanding of how the English language works. In an update to that post earlier this month, I noted that in … Read More
[Updated 1 March 2020: On 4 February 2020 the insurer filed its brief. Go here for a copy. Here’s what they said about this post: With the law and rules of grammar against them, the insureds scour the Internet in search of support for their efforts to transform a stylistic choice into an ambiguity. The insureds settle on a blogger—one … Read More
As I noted in this 2017 post, there’s something compelling about disputes over a comma. A tip from reader Martin Clausen alerted me to another dispute featuring a comma. It’s described in this National Post article about a recent case before the Ontario Superior Court of Justice, Austin v. Bell Canada (PDF here). It involves a dispute over the rate … Read More
