Wednesday, June 21, 2017
Grammatical Rules Shed Little Light on Contract Provision
More fun with ambiguity! I like this recent case out of Pennsylvania, BL Partners Group, L.P. v. Interbroad, LLC, No. 465 EDA 2016, because it really delves into grammatical rules in a way that pleases the 13-year-old me who enjoyed learning how to diagram sentences. (I did. I can't help it. I admit it publicly here.)
The appellant leased billboard space on the rooftop of a building owned by the appellee. The appellee decided to demolish the building and sent the appellant a termination notice. The appellant argued that the termination notice was invalid under the terms of the lease and that it would not vacate the premises. The provision in question was:
"In the event that Lessor's building is damaged by fire or other casualty and Lessor elects not to restore such building, or Lessor elects to demolish the building, Lessor may terminate the Lease . . . ."
The trial court found that this provision gave the appellee the right to demolish the building for any reason, finding that the comma preceding the "or" indicated that it was an independent basis for termination and was not dependent upon the building first being damaged by fire or other casualty. This appeal followed.
The appellate court began its analysis by looking to the dictionary definition of the word "or," and then finding that the placement of a comma before the word "or" joins two independent clauses. Nonrestrictive phrases separated by commas are construed as parentheticals, "supplemental to the main clause." The appellate court then concluded that the intent of the contracting parties was not clear. The appellate court said that the trial court's reading actually read words into the contract, i.e., "In the event that Lessor's building is damaged by fire or other casualty and Lessor elects not to restore such building, or in the event that Lessor elects to demolish the building, Lessor may terminate the Lease . . . ." The appellate court said it was unclear if that reading was correct, or if in fact the clause should be read in conjunction with the previous clause, and therefore the meaning could not "be determined definitively from the particular terms, grammar, or structure" of the provision. Both parties offered reasonable interpretations, and therefore extrinsic evidence had to be examined for the true meaning of the provision.
Nice case. But presumably "demolishing" the building would be included in "not restoring" it, so wouldn't the latter clause be redundant? Allowing termination if the damaged building is "not restored," but refusing it if the building is demolished makes no sense. Who would give a billboard lessee veto power over demolition?
Posted by: Frank Snyder | Jun 22, 2017 9:30:31 AM