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Contract statement: An activity must be performed annually or as scheduled by the Department.

What is the correct interpretation?

1.) The Department may schedule more often than annually, at their option.

2.) The Department may schedule every five years, if they desire, thus relieving the annual requirement.

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  • It means "The activity must be performed annually, OR the activity must be performed as scheduled by the Department." To me the OR is clear but the last part "as scheduled by the Department" is up to interpretation.
    – Brandin
    Jan 30, 2020 at 8:34

1 Answer 1

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The interpretation would not be determined by just one or two isolated sentences, instead the question would be what the parties must have intended in the contract. But I can't imagine anything else in a contract where the second interpretation would make sense. The words don't say "every 5 years, and nothing else", so the interpretation "whenever Hell freezes over" is equally well supported (not supported). If the parties intended that the activity is optional, the clause would have said "may perform". So this has to mean "at least annually, and optionally more often at the Department's discretion".

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    But if the contract doesn't use the words "at least" it's certainly possible that the parties intended to allow the department to schedule the activity less frequently than annually. The statement that this "has to mean 'at least annually'..." reflects more confidence in that interpretation than seems warranted here.
    – phoog
    Jan 29, 2020 at 21:37

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