The Syntactic Ambiguity Lurking in the Name of a Flavor of Ben & Jerry’s Ice Cream

You know you’re suitably paranoid about the potential for confusion in contract language if you spot instances of that sort of confusion in your everyday life. Yesterday I was in urgent need of ice-cream therapy, so I got me a pint of the Ben & Jerry’s flavor (previously unknown to me) called “Salted Caramel Brownie.” Here’s the fine-print description: Vanilla … Read More

The Texas Supreme Court Misunderstands Aspects of Syntactic Ambiguity: U.S. Polyco, Inc. v. Texas Central Business Lines Corp.

Tipster extraordinaire Glenn West let me know about the Texas Supreme Court’s opinion in U.S. Polyco, Inc. v. Texas Central Business Lines Corp., issued yesterday (here). Here’s the language at issue (emphasis added): 1.1 TCB Infrastructure Improvements. As used in this Agreement: “TCB Infrastructure Improvements” will mean the following improvements agreed to and shown generally in Exhibit X attached and … Read More

More Syntactic Ambiguity and Comma Confusion: Glasser v. Hilton Grand Vacations Co., LLC

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

Another Steaming Helping of Syntactic Ambiguity

As someone should have said, The price of freedom from ambiguity is eternal vigilance. Today’s lesson comes to you thanks to the eternally vigilant Glenn D. West, the what-to-say yin to my how-to-say-it yang. He alerted me to the recent opinion of the Delaware Court of Chancery in Batty v. UCAR International, Inc. (PDF here). Here’s the relevant bit (footnotes … Read More

Yet More Syntactic Ambiguity

Have we had enough of syntactic ambiguity yet? Aside from my many posts about syntactic ambiguity over the years, recent weeks have brought us the Maine serial-comma case (here) and the Georgia campus-carry bill (here). Now, thanks to this post on ContractsProf Blog I learned about BL Partners Group, L.P. v. Interbroad, LLC, No. 465 EDA 2016, 2017 WL 2591473 … Read More

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 … Read More

Fresh Syntactic Ambiguity! Step Right Up!

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

A Example of How to Avoid Syntactic Ambiguity

In the course of revising a draft contract, I encountered the following; Upon occurrence of a Change in Law or a Force Majeure Event that adversely affects the Seller’s performance under this agreement, the Buyer and the Seller shall negotiate in good faith whether to issue a change order addressing the effect of those circumstances and the terms of any … Read More