

When can a comma cost you $2 million? - timf
http://www.chaosscenario.com/main/2010/01/when-can-a-comma-cost-you-2-million.html

======
grellas
This is the single biggest problem with contract drafting, and lawyers do it
as well as lay people - to read into your words what you _think_ is there as
opposed to what they actually say.

The law sometimes gives a contracting party a way out by allowing you to admit
evidence in a dispute over what the parties truly intended if the language
reads ambiguously, assuming the language is merely ambiguous and not plainly
and incontrovertibly against you. But, trying to salvage a contract in this
way is like playing out a desperate last act because, by the time you reach
that stage, you will already have a losing situation on your hands. Even if
you win such a dispute, by the time it reaches litigation, you likely will
have already lost economically on the deal in most cases.

The lesson here is not necessarily, "always use a lawyer" (though you should
if you have a lot at stake in a particular contract) but rather, "read your
contracts carefully and _literally_ before signing." A good lawyer will do
this, as will a seasoned executive or contracts manager (or founder, for that
matter) who is experienced in dealing with contractual issues or who otherwise
has a knack for this sort of this (some founders do have such a knack, most
don't). Never simply assume that the language is what it appears to be at
first glance.

------
newy
What a pain. Speaking as a former attorney, these situations piss me off.
English prose really isn't equipped to handle long conditions, exceptions and
such. What's important in a contract is that it unambiguously captures the
intent of both parties. Formulas, diagrams really should be used more often.
We're not on typewriters anymore - Word can handle graphics. If you've ever
seen a complex mathematical formula written out in legal prose, you'll know
what I'm talking about. End rant.

~~~
karzeem
Good points. As a layman, I wonder, do courts demand that all of a contract's
substance be in prose, or is it okay for two parties to agree to a contract
that's partly in, say, diagram form?

~~~
grellas
The terms of a contract can be evidenced by anything that shows a meeting of
the minds, including the _actions_ of the parties in implementing the
contractual terms (so-called "course of performance").

There is no doubt that diagrams can be used in contracts and frequently are.
Though a diagram would not stand alone, it would constitute strong or even
conclusive evidence of the meaning of the prose part of a written contract (or
the meaning of words exchanged by parties in the case of a verbal contract).

Bottom line: a meeting of the minds _always_ has reference to some context and
all of that context can be relevant to determining meaning - if a diagram
helps show the context in which parties are agreeing to something, it can and
should be used to add clarity to a contract.

------
jvdh
The introduction is a nice piece of trivia. However, it bears almost no
relation to the message that the story is supposed to convey. ("Legal support
f-ed up reading a contract" versus "being careful about designing a UI")

------
ars
Isn't there some rule, that if there is a dispute in the contract, whoever
wrote it gets the "less beneficial" interpretation?

~~~
grellas
Yes, in the case of ambiguity in meaning, the rule (when applied) states that
such ambiguities are construed against the drafting party.

