In the high-stakes world of contract law, even the smallest errors can have enormous consequences. Few cases illustrate this principle more dramatically than the multi-million dollar dispute between Canadian telecommunications companies Rogers Communications and Bell Aliant—a case that hinged entirely on a misplaced comma.
The Contract and the Costly Comma
In 2002, Rogers Communications entered into an agreement with Bell Aliant (then called Aliant) to use utility poles in Canada's Atlantic provinces. The contract included a clause regarding the duration and termination of the agreement:
"This agreement shall be effective from the date it is made and shall continue in force for a period of five (5) years from the date it is made, and thereafter for successive five (5) year terms, unless and until terminated by one year prior notice in writing by either party."
The dispute centered on the second comma in this clause. According to Rogers, the agreement couldn't be terminated during the first five-year period. But Bell Aliant cited the placement of the comma to argue that they could terminate the agreement at any time with one year's notice—which is exactly what they attempted to do in 2005, just one year into the contract.
The Legal Battle Begins
When Bell Aliant announced its intent to increase the rental rates for the utility poles by over 300%, Rogers refused to pay, citing the contract terms. Bell Aliant responded by attempting to terminate the agreement, arguing that the second comma in the disputed clause meant they could end the contract "at any time" with one year's notice.
Rogers filed a petition with the Canadian Radio-Television and Telecommunications Commission (CRTC), arguing that the contract language should be interpreted to prohibit termination during the initial five-year term.
The Ruling That Shocked Contract Lawyers
In what became known as the "million-dollar comma case," the CRTC ruled in favor of Bell Aliant in 2006. The regulatory body determined that the second comma divided the sentence in a way that supported Bell Aliant's interpretation—that the contract could be terminated with proper notice at any point, not just after the initial five-year term.
The CRTC's ruling stated:
"Based on the rules of punctuation, the comma placed before the phrase 'unless and until terminated by one year prior notice in writing by either party' means that the phrase qualifies both the initial five-year term and the subsequent five-year terms."
This interpretation meant that Bell Aliant could indeed terminate the agreement before the initial five-year period ended, potentially costing Rogers an estimated CAD $2.13 million (approximately USD $1.7 million at the time).
The Linguistic Twist
In a fascinating turn of events, Rogers discovered a lifeline in the most unexpected place: the French version of the same contract. In Canada, contracts are often drafted in both official languages (English and French), and both versions carry equal legal weight.
In 2007, Rogers appealed the decision by pointing out that the French version of the contract didn't contain the controversial comma and clearly supported their interpretation that the contract couldn't be terminated during the initial term.
The CRTC reversed its decision, acknowledging that the French version was clear and unambiguous in supporting Rogers' interpretation. The contract would remain in force for the initial five-year term, saving Rogers millions of dollars—all because the French translation didn't contain the problematic punctuation.
Lessons for Contract Drafting
This case has become a staple in law schools and contract drafting courses, highlighting several crucial lessons:
- Punctuation matters tremendously in legal documents
- Clarity should always be prioritized over complex sentence structures
- Having contracts in multiple languages can sometimes provide unexpected benefits (or complications)
- When drafting important agreements, consider having them reviewed by multiple parties to catch potential ambiguities
The case also led many law firms to strengthen their style guides regarding comma usage, particularly with respect to what's known as the "serial comma" or "Oxford comma."
The Legacy of the Comma Case
Today, the Rogers-Bell Aliant dispute serves as a cautionary tale about precision in legal writing. It has influenced how contracts are drafted, reviewed, and interpreted across the common law world.
The next time you're tempted to skim over the "boring details" in a contract, remember: a single punctuation mark once proved to be worth millions of dollars.
