This morning I saw the following tweet by @section_sign:
https://twitter.com/section_sign/status/609300513239085058
No, I haven’t suddenly acquired an active interest in the politics of bicycling. Instead, I spotted ambiguity.
Here’s a sentence from a benefit plan that exhibits the same ambiguity:
If every member of the Committee does not meet the definition of “outside director” as defined in Code (S)162(m), …
That conveys two possible meanings:
If every member of the Committee fails to meet the definition of “outside director” as defined in Code (S)162(m), …
If one or more members of the Committee fail to meet the definition of “outside director” as defined in Code (S)162(m), …
This is a variant of the hellacious form of ambiguity that I call “ambiguity of the part versus the whole.” I assume that every … not ambiguity doesn’t occur often, and I have no idea whether it has ever given rise to a dispute, so I’m not sure how much attention it merits. But what the heck, I only just spotted it, so it might have hidden nuances.
An initial question, dear reader, is whether this is old news. Has anyone written about this kind of ambiguity?
On a related matter, have you made your final decision on ‘No party shall’ vs. ‘Every party shall not’? Last I recall, you were chewing it over.
I reckon I’ll keep chewing it over until I have to say something about it in the MSCD4 manuscript …
It seems to me that where “if” is used, a condition is being created. There shouldn’t be any ambiguity at all from a logic perspective. It is a “yes” or “no” question as to whether the condition is met.In order to understand if the condition is met, you ask, “[Has] every member of the Committee…not [met] the definition of “outside director” as defined in Code (S)162(m) [?]”
Again, I don’t think there is any actual ambiguity in the statement, but I do appreciate that as originally written the parties may fail to draft, read, or understand the clause correctly. (Not because the phrase is ambiguous, but because “if” is used so loosely in everyday language.) Certainly, your revised statements are easier to understand when juxtaposed, but I’m not sure it gets at the heart of the matter.
The question is, what is required to satisfy the condition? I maintain that there are two possible answers.
Mind you, this stuff always gives me a headache.