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Assets, Wills, Businesses, and Estates

The $2 Million Comma and the Four-Letter Word

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4117260“The difference between the right word and the almost right word is the difference between lightning and a lightning bug.”
Mark Twain

 

Choice 1: The POA Board acted on the requests from the neighbor, an ostrich breeder and other people.

Choice 2: The POA Board acted on the requests from the neighbor, an ostrich breeder, and several other people.

The question: was the Board hearing from two people that day, or three people?

The answer: the comma. Or lack thereof. That funny, tiny little mark changes things in everything you write.

Consider the case of the $2 million comma. A company was in the business of stringing cable lines along utility poles. Another company, Aliant, hired them to do just that. They signed a contract which contained this simple sentence:

“[This Agreement] shall continue in force for a period of five years from the date it is made, and thereafter for successive five year terms, unless and until terminated by one year prior notice in writing by either party.”

Well, maybe it wasn’t so simple. The second comma was a killer.

The stringing company thought they had a solid, profitable deal for at least five years. So when Aliant sent them a notice of termination after only three years, they were very unhappy.

The problem: did that second comma divide up two different provisions, giving and so Alliant the choice of ending the deal at any time? Or was the company right, and Aliant couldn’t end the contract until after five years had passed?

Big fight. The dispute went through a regulatory commission who sided with Aliant. Then they headed to court. In the end, the stringing company lost over $2 million. There was no five-year minimum.

You don’t need to hear any more about punctuation, but you might be interested in one more detail. The two companies had signed a “standard” contract. Which means nothing because that’s just a label, a negotiating tool (“Here, sign this. It’s the standard contract.”)

Whoever drafted that “standard” contract was the person who put in that troublesome comma. And both parties had all this legal expense, as a result.

Let’s look at a simple four-letter word which triggered some costly litigation. The word was “Upon.”

This case went all the way up through the Georgia Supreme Court, and it was a dispute between the grandfather’s wife and the grandchildren.

Here’s what happened. Hodge and wife Hattie owned four tracts as tenants in common. He died. His Will left everything outright – including his interest in the land — to his wife. However, the very next Will paragraph read:

“Upon the death of my wife, all of my interests in the land go to my son or his children.”[1]

So Hattie dies, and her Will leaves everything to her nieces.

Got the picture? Hodge’s grandchildren think they now own the land, and Hattie’s nieces think they do.

The case goes all the way to the Georgia Supreme Court, so you know it was expensive litigation.

The Court decided that the grandchildren were the rightful owners. Why? Because Hodge’s Will used the four-letter word “Upon.”

This wasn’t a legalese matter. “Upon” is an adverb of time: sort of synonymous of “When.” It’s not the same as “If” or “Then.” If Hodge had used one of those words, then Hattie would have gotten the land and could have done with it as she wanted . . . like bequeath it to her nieces.

But he didn’t. So when she died, whoosh went the land back to his descendants.

This wasn’t legalese, this case turned on an everyday adverb. In the first case, it was a comma.

What could have changed the result in each case? A little extra time reading. And that’s not ever a bad idea. You can’t protect against every ambiguity, but a little extra care can’t hurt.

 

[1] This is edited, and not the actual court language.

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