6 ms·

When can a comma cost you $2 million?

30 points by timf 17y ago

grellas 17y ago
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.
ars 17y ago
Isn't there some rule, that if there is a dispute in the contract, whoever wrote it gets the "less beneficial" interpretation?
- jvdh 17y ago
  I would think that if the prices are not set in the contract, and the prices are subsequently raised each year, then you're changing the terms of the contract. IANAL, but I would think that that entitles you to get out of the contract.
- grellas 17y ago
  Yes, in the case of ambiguity in meaning, the rule (when applied) states that such ambiguities are construed against the drafting party.
newy 17y ago
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.
- ars 17y ago
  Sounds like it's time to write contacts in C :) I wonder how that would work in court?
  - kevingadd 17y ago
    Somehow, when someone says 'unambiguous', C is the last language I can think of. I would sooner think of something more mathematically 'pure', or just reader-friendly, since the goal is expressing meaning, not actually running the contract... (I hope) I suspect getting it to fly would be the biggest challenge, though, since our legal system is very much bound up in tradition and precedents.
    - ars 17y ago
      I actually was thinking that the goal is running the contact. Not the whole thing maybe, but any complex parts.
    - mortenjorck 17y ago
      What's really needed is a language specifically written for the job. C was built for writing system software. English was built for writing poetry. Neither are ideal for precisely specifying the terms of a contract. Maybe if Lessig got together with a few linguists and information architects...
      - JabavuAdams 17y ago
        I remember reading some sci-fi involving a treaty so complicated it had to be machine-verified. Too bad about that Gödel guy, though.
jvdh 17y ago
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")

30 points by timf 17y ago

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.

ars 17y ago

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

jvdh 17y ago
I would think that if the prices are not set in the contract, and the prices are subsequently raised each year, then you're changing the terms of the contract. IANAL, but I would think that that entitles you to get out of the contract.
grellas 17y ago
Yes, in the case of ambiguity in meaning, the rule (when applied) states that such ambiguities are construed against the drafting party.

newy 17y ago

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.

ars 17y ago
Sounds like it's time to write contacts in C :) I wonder how that would work in court?
- kevingadd 17y ago
  Somehow, when someone says 'unambiguous', C is the last language I can think of. I would sooner think of something more mathematically 'pure', or just reader-friendly, since the goal is expressing meaning, not actually running the contract... (I hope) I suspect getting it to fly would be the biggest challenge, though, since our legal system is very much bound up in tradition and precedents.
  - ars 17y ago
    I actually was thinking that the goal is running the contact. Not the whole thing maybe, but any complex parts.
  - mortenjorck 17y ago
    What's really needed is a language specifically written for the job. C was built for writing system software. English was built for writing poetry. Neither are ideal for precisely specifying the terms of a contract. Maybe if Lessig got together with a few linguists and information architects...
    - JabavuAdams 17y ago
      I remember reading some sci-fi involving a treaty so complicated it had to be machine-verified. Too bad about that Gödel guy, though.

jvdh 17y ago

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")