Of commas and of punctuation

It could be the most costly piece of punctuation in Canada.

A grammatical blunder may force a certain Canadian telecommunications company to pay an extra $2.13-million to use utility poles in the Maritime Provinces after the placement of a comma in a contract permitted the deal's cancellation.

The controversial comma sent lawyers and telecommunications regulators scrambling for their English textbooks in a bitter 18-month dispute that serves as an expensive reminder of the importance of punctuation.

The telecommunications company thought it had a five-year deal with a utility line company to string their cable lines across thousands of utility poles in the Maritimes for an annual fee of $9.60 per pole. But early last year, it was informed that the contract was being cancelled and the rates were going up. Impossible, the telecommunications company thought, since its contract was iron-clad for three more years and could potentially be renewed for another five years.

Armed with the rules of grammar and punctuation, the utility line company disagreed. The construction of a single sentence in the 14-page contract allowed the entire deal to be scrapped with only one-year's notice, the company argued.

Language buffs take note that page seven of the contract states: The 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.”

The telecommunications company’s intent was to lock in a long-term deal of at least five years. But when regulators with the Canadian Radio-television and Telecommunications Commission (CRTC) parsed the wording, they reached another conclusion.

The validity of the contract and the millions of dollars at stake all came down to one point: the second comma in the sentence.

Had it not been there, the right to cancel wouldn't have applied to the first five years of the contract and the telecommunications company would be protected from the higher rates it now faces.

“Based on the rules of punctuation,” the comma in question “allows for the termination of the contract at any time, without cause, upon one-year's written notice,” the regulator said.

The telecommunications company was dumbfounded. The company said it never would have signed a contract to use roughly 91,000 utility poles if it could be cancelled on such short notice. Its lawyers tried in vain to argue the intent of the deal trumped the significance of a comma. “This is clearly not what the parties intended,” they said in a letter to the CRTC.

But the CRTC disagreed. And the consequences are significant.
In one of several letters to the CRTC, the utility company called the matter “a basic rule of punctuation,” taking a swipe at telecommunications company’s assertion that the comma could be ignored.

“This is a classic case of where the placement of a comma has great importance,” the utility company said.