Once Again, Delimiting Commas in Coordination

In this July 2020 post I discussed a feature I called “delimiting commas in coordination.” It’s a subtle topic, and over time I realized that my post wasn’t as clear as it might be. So now I permit myself take two

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This post considers a feature of comma use that might not be clear enough to rely on to express your intended meaning. Consider this sentence:

Alpha shall promptly reimburse BCSC any expenses incurred by BCSC in redeeming, or protecting any Grantor’s interest in, the Excluded Assets.

The offsetting commas (highlighted in red) suggest that what follows the second comma modifies not only what comes immediately before it but also what comes before the first comma. I refer to such offsetting commas as “delimiting commas in coordination.” For some background, see The Cambridge Grammar of the English Language, at 1746. The benefit of delimiting commas in coordination is that by having the part after the second comma modify both preceding parts, you avoid having to repeat the part after the second comma.

The above example is an instance of delimiting commas in coordination used in a way that makes the intended meaning clear. The part before the first comma is a fragment that makes sense only when read with the part after the second comma, so there’s no potential for confusion. Similarly, the part after the second comma is a fragment; that too signals to the reader that it’s to be read not only with the part before the second comma but also with the part before the first comma.

But delimiting commas in coordination might be handled differently. In the sentence at issue in the so-called “case of the million-dollar comma” (discussed inadequately in this 2007 article), the highlighted commas (the second and third commas in the sentence) arguably serve as delimiting commas in coordination:

Subject to the termination provisions of this Agreement, this Agreement shall be effective from the date it is made and shall continue in force for a period of five (5) years from the date it is made, and thereafter for successive five (5) year terms, unless and until terminated by one year prior notice in writing by either party.

But the part before the first highlighted comma can be understood when read on its own, so there’s no imperative to read it together with the part after the second highlighted comma. The first comma isn’t necessary—the verb continue is shared by two objects, so it’s standard advice that it’s not necessary to put a comma between them. A reader could take that as a hint to read the part before the first comma with the part after the second comma, but it’s too subtle a hint, particularly as contract drafters are prone to using commas erratically.

Similarly, the second comma isn’t necessary, as what follows is a dependent clause. A reader could take that too as a hint to read the part before the first comma with the part after the second comma, but again, that’s overly subtle.

That helps explain why it appears that neither the parties to the contract at issue in the case of the million-dollar comma nor the government agency charged with handling that dispute considered whether this sentence features delimiting commas in coordination. Instead, the fight was over whether presence of the second comma meant that what follows it modifies both components that precede it.

So at a minimum, don’t use delimiting commas in coordination unless the part before the first comma and the part after the second comma are fragments that can’t be read in isolation. But even then, you might want to consider not using delimiting commas in coordination unless doing achieves significant economy. For example, here’s the example from the top of this post restructured to eliminate the delimiting commas in coordination:

Alpha shall promptly reimburse BCSC any expenses incurred by BCSC in redeeming the Excluded Assets or protecting any Grantor’s interest in the Excluded Assets.

At the cost of only three words, this version spares the reader the work involved in linking both the part before the first comma and the part before the second comma to the part after the second comma. Those are three words well spent. If the part after the second comma were appreciably longer, it might be worth using delimiting commas in coordination.

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.