Illinois Case Provides Great Example of Syntactic Ambiguity

A recent Illinois case, Regency Commercial Assocs., LLC v. Lopax, Inc., 2007 Ill. App. LEXIS 476 (Ill. App. Ct. May 4, 2007), provides a great example of how syntactic ambiguity can really make a mess of a contractual relationship. (Click here for a copy of this case.) The predecessor of the plaintiff Regency sold to the defendant Lopax land to … Read More

The U.S. Supreme Court Fails a Syntactic-Ambiguity Test

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

Another Syntactic-Ambiguity Cautionary Tale (As If We Really Needed One): The Supreme Court’s Opinion in Lockhart

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

The Value of Identifying Different Kinds of Ambiguity

I noticed this post on ContractsProf Blog. It involves a fight over what “the fee” meant in a contract. Did it mean this fee or that fee? Ah, says I, that’s an instance of antecedent ambiguity. That’s where you allude to something mentioned elsewhere in a contract, but it’s arguably unclear what you’re actually referring to. See this post and … Read More

The Serial Comma Can Cause Ambiguity

The serial comma is the comma used immediately before the and or or preceding the final item in a list of three or more items. I wrote about the serial comma in this 2010 post, but I revisit it now because something caught my eye in Garner’s Modern American Usage. Here’s what it says on page 676: Whether to include the serial comma has sparked … Read More

A New Case About a Subset of “Or” Ambiguity

[Revised 6:30 p.m. EDT, October 13, 2012, to reflect suggestions by Rodney Huddleston.] Thanks to a recent case, I stumbled on a subset of ambiguity associated with or. Consider Ohio Rev. Code Ann. § 1705.35 (West): Instruments and documents providing for the acquisition, mortgage, or disposition of property of a limited liability company are valid and binding upon the company … Read More

Ambiguity in a Michigan Statute

A reader told me about this article on Bloomberg BNA. It’s about a recent opinion of the Sixth Circuit Court of Appeals that deals with syntactic ambiguity in a Michigan statutes: The [Michigan Medical Marihuana Act] prohibits “disciplinary action by a business or occupational or professional licensing board or bureau” against a “qualifying patient.” But the Sixth Circuit opted not … Read More

The Parameters of Expert Testimony on Ambiguity

When someone wants to discuss my giving expert testimony in a dispute over the meaning of part of a contract, it’s a safe bet that the confusion over meaning will involve one or other (or both) of the following kinds of ambiguity: Syntactic ambiguity, which arises from uncertainty over what part of a sentence a given phrase modifies, or what … Read More

Yet Another Instance of Semantic Ambiguity: “Salary”

The case of Citgo Petroleum Corp. v. Ranger Enters., 2009 U.S. Dist. LEXIS 58676 (Conn. Mar. 17, 2009), revolved around whether, as used in the context of a separation agreement, the word salary included bonuses. A careful drafter would want to avoid any confusion on that score. By the way, I don’t intend to devote a post to each instance … Read More

Expert Testimony and Ambiguity

Recently I wanted to find out more about use of expert testimony to resolve contract ambiguity. (Remember, ambiguity arises when a contract provision is capable of expressing two or more inconsistent meanings.) So I consulted Walter R. Lancaster & Damian D. Capozzola, Expert Witnesses in Civil Trials. I learned that “it remains a basis for objection [to expert testimony] that … Read More