Paying back relocation money and resignation

Question

A year ago I started working at a well known company and it turned out to be a lot worse than expected, so I'd like to leave ASAP since I already made plans for the future. As part of employment I was also given some money for relocation and other expenses.

For it, there is a sentence in my contract (last part shortened):

In the event that you choose to leave the company within 12 months of the start of your job responsibilities (start date for new hires or internal transfer date), all relocation cash allowances and money ... must be paid back.

My question (it might be more of an English than law related), but does within 12 months mean if:

1. The date when I stop working (my last work day) is within those 12 months,
2. I make a decision within first 12 months (officially give my resignation in first 12 months, even if then by notice period obligation I still work 13th month),
3. Something else :)?

Thanks!

Answer 1

It is unclear whether the sentence means "you made your choice within 12 months" or "you are leaving within 12 months". If terms in a contract are unclear, they are usually interpreted in favour of the party that didn't decide the terms of the contract. Since you didn't decide on the terms in the contract, but the company did, the contract terms will be held against the company.

Answer 2

It could be argued (though it is not trivial) that the clause is not ambiguous, and can only refer to leaving within 12 months. If the clause had been stated as "decide to leave...", there would be an ambiguity. The argument would, however, depend on the expert testimony of a linguist, and courts generally do not like to admit expert testimony on linguistic interpretation. The details would be better suited for Linguistics SE, but the essence of the argument comes down to the semantics of "choose" versus "decide", where "choose" essentially means "decided to, and did so". That does not mean, though, that you need to hire a linguist who would convincingly establish this to the court. A simple common-sense argument is that the makers could not have intended the clause to mean "decide within 12 months", because it is impossible to know when you actually made the decision.

There is a question as to who would benefit from a particular interpretation. If you make a decision to leave within 11 months and didn't act on it for another month, they could argue that you made the decision before you were allowed to, and thus should repay the expenses (whey could prefer the interpretation "decide within 12 months"). Since the act (obviously) can't precede the decision to perform the act, what works best for you is that the resignation be at least 12 months from the start date. If you actually leave before 12 months have elapsed, you clearly would have to repay those expenses.

In terms of the company's interest, they would then have to argue that the clause is not ambiguous, and can only mean "make the decision within 12 months". That would be a huge uphill battle, from a common-sense and linguistic perspective (I would say insurmountable, from the latter perspective).