10

In the following legal clause:

They shall not confer the right to attend any meeting of members and to exercise one vote for every share held.

Does the NOT negates both ANDs as in:

They shall not [confer the right to attend any meeting of members and to exercise one vote for every share held].

Or is the NOT and AND separate, as in

They shall [not confer the right to attend any meeting of members] and [to exercise one vote for every share held.]

25

It says

They shall not confer the right [[to attend any meeting of members] and [to exercise one vote for every share held]].

The elements joined by a conjunction such as "and" should be grammatically parallel. Since the part after the conjunction is an infinitive verb phrase, the thing to which is it joined by the conjunction should also be an infinitive verb phrase.

However, it is normal in English to use "or" when joining elements in a negative statement. For example, if it is forbidden to sing and it is forbidden to dance, one could post a sign saying "no singing or dancing." If the sign said "no singing and dancing" it could be interpreted as a prohibition only on doing both at once.

So the sentence should read

They shall not confer the right to attend any meeting of members or to exercise one vote for every share held.

Perhaps less ambiguous:

They shall not confer the right to attend any meeting of members or the right to exercise one vote for every share held.

But the drafting error is unlikely to change the meaning of the text, since it is fairly easy to identify it as a drafting error.

  • Wow makes a lot of sense!! Thanks – Anthony Sep 5 at 14:44
  • 13
    Changing the "or" to "nor" makes it even clearer. Inserting "the right" after "or" or "nor" makes it perfectly clear too. But I agree with that it is not ambiguous as written, just a bit awkward to parse. – David Schwartz Sep 5 at 23:17
  • 3
    @DavidSchwartz Agreed. ...to get really technical one could imagine a sentence ending up like this as the crux of a lawsuit, as an Oxford comma (or lack thereof) has. While it's mostly a clear statement I suppose, I'd argue it could be improved. – BruceWayne Sep 6 at 0:16
  • @DavidSchwartz Including "neither" makes it even less ambiguous: "They shall not confer neither the right to attend any meeting of members nor the right to exercise one vote for every share held." If wants minimize ambiguity, items combined with "and" should be preceded by "both", and those combined with "or" should be preced with "either". "both fries and either soup or salad" means you definitely get fries, and you have choose between soup or salad. "either both fries and soup or salad" means if you get salad, you don't get fries. – Acccumulation Sep 6 at 20:13
  • 1
    @Acccumulation You wrote "They shall not confer neither the right to attend any meeting of members nor the right to exercise one vote for every share held.". Did you forget to omit that "not"? Because double negatives do not strike me as a feature of unambiguous language! – Will Sep 6 at 22:31
5

"Not" negates the entire following clause. It can be paraphrased as "They shall not confer the right to attend any meeting of members, and they shall not confer the right to exercise one vote for every share held". Observe that each of the praphrased clauses is sensible and grammatical. Compare that to the interpretation where "not" modified just the first clause: "They shall not confer the right to attend any meeting of members", and "they shall to exercise one vote for every share held", where the second clause is meaningless word salad. More specifically, there is a compound object "right to attend any meeting of members and to exercise one vote for every share held", that may not be conferred.

  • Your paraphrase contradicts your headline claim. The negation of "A and B" is "not A or not B". For example, if I say "My car is not fast and red", it could be that my car is fast and blue, or it could be slow and red, or it could be slow and green. But your paraphrase says that "My car is not fast and red" means only "My car is slow and is some colour that isn't red." – David Richerby Sep 7 at 11:10
0

If this came up in court, the judge would have to decide two things: What does this sentence mean? And can it mean only this, or could it mean something else? For example, the judge could decide "It means X, and nothing else, or the judge could decide "It very likely means X, but it might mean Y, even though less likely".

If terms in a contract are unclear, then a judge should use the interpretation that is against the interest of the person who wrote the contract. So if I wrote the contract, the judge says "it could mean X or Y", and Y is better for you, then it is taken to mean Y.

Your Answer

By clicking “Post Your Answer”, you agree to our terms of service, privacy policy and cookie policy

Not the answer you're looking for? Browse other questions tagged or ask your own question.