It could be the most costly piece of punctuation in Canada.
A grammatical blunder may force
Rogers Communications Inc.
to pay an extra $2.13-million to use utility poles in the Maritimes
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.
Rogers thought it had a five-year deal with
Aliant Inc.
to string Rogers' cable lines across thousands of utility poles in the
Maritimes for an annual fee of $9.60 per pole. But early last year,
Rogers was informed that the contract was being cancelled and the rates
were going up. Impossible, Rogers thought, since its contract was
iron-clad until the spring of 2007 and could potentially be renewed for
another five years.
Armed with the rules of grammar and punctuation, Aliant 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 — Page 7 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.”
Rogers' intent in 2002 was to lock into 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 Rogers 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.
Rogers was dumbfounded. The company said it never would have signed a
contract to use roughly 91,000 utility poles that 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,” Rogers said in a letter to the CRTC.
But the CRTC disagreed. And the consequences are significant.
The contract would have shielded Rogers from rate increases that will
see its costs jump as high as $28.05 per pole. Instead, the company
will likely end up paying about $2.13-million more than expected, based
on rough calculations.
Despite the victory, Aliant won't reap the bulk of the proceeds. The
poles are mostly owned by Fredericton-based utility NB Power, which
contracted out the administration of the business to Aliant at the time
the contract was signed.
Neither Rogers nor Aliant could be reached for comment on the ruling.
In one of several letters to the CRTC, Aliant called the matter “a
basic rule of punctuation,” taking a swipe at Rogers' assertion that
the comma could be ignored.
“This is a classic case of where the placement of a comma has great importance,” Aliant said.
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