Bad grammar does not necessarily render a contract ambiguous.
That was the sensible conclusion of this United States judgment.
Hall sued her former employer, Rag-O-Rama when it fired her less than a year after promoting her to an area-manager position. A poorly drafted sentence in the employment contract recorded:
“Hall is reminded of the non-competition clause guidelines, as well, obligating associate managers and higher to one full year of employment on the management team at Rag-O-Rama.”
Hall argued a reasonable person might understand that as requiring Rag-O-Rama to retain her for a year.
The court said that her reading was unambiguously mistaken:
“To be sure this clause contains awful grammar … But grammar errors do not automatically render a contract ambigious if it has clear meaning despite those errors.”
The court held that both the clause which Hall relied on and the contract as a whole showed that Hall did not have a guaranteed one-year term of employment. Hall’s efforts to find ambiguity did not persuade the court otherwise.
While the clause is “poorly drafted”, its deficient draftmanship did not render it susceptible to her preferred interpretation.
The paragraph had one clear meaning: managers, not Rag-O-Rama, must work for a year or give back their benefits.
Courts around the world should be cautious of adopting by default a finding of ambiguity simply because there is an interpretation dispute.
A dispute does not automatically render the disputed wording ambiguous. Nor does bad grammar or syntax.