In Canada, even the smallest punctuation mark can shape the outcome of million-dollar disputes. Québec courts, with their civil law tradition, sometimes soften the blow by looking to the parties’ true intentions. But across the country, grammar and drafting errors continue to fuel litigation. Here are some striking examples.
In ARO inc. c. Polard (QCCA, 2024), the Québec Court of Appeal had to untangle ambiguous wording in an earn-out provision of a merger agreement. Instead of relying solely on commas and clauses, the judges leaned on article 1425 of the Civil Code of Québec: contracts are interpreted according to the “common intention of the parties.” It was a reminder that in Québec, poor drafting doesn’t always doom a deal, but it certainly guarantees a courtroom detour.
Québec and Arbitration Clauses: Clearing the Fog
Another Québec decision shows how courts treat unclear arbitration or forum clauses. A contract split obligations between common-law provinces and Québec, but the drafting left overlapping terms. The Court of Appeal resolved the ambiguity using ordinary interpretive principles, refusing to fall back on the “contra proferentem” rule (interpreting against the drafter). In short, clarity matters more than clever fallback rules.
Canada’s “Million-Dollar Comma”
No discussion is complete without Rogers v. Aliant, the legendary punctuation case. A single comma in an English-language contract clause allowed Aliant to terminate early, costing Rogers millions. Ironically, the French version of the contract had no such ambiguity. The case became a teaching tool for lawyers across the country: in bilingual Canada, proofreading must happen in both languages, and every comma should earn its keep.
Tax Law and the Semi-Colon Debate
Punctuation problems also reach federal tax disputes. In Mo-Tires Ltd. v. Canada (National Revenue), the fight centered on whether a semi-colon (in English) or a period (in French) created separate taxable categories. That tiny difference meant the government could assess multiple taxes instead of one. A single dot or curve carried fiscal consequences far beyond what most drafters imagine when they hit the keyboard.
The Québec Context: Intention Over Grammar
Québec’s civil law gives judges more leeway to look past clumsy drafting. The Civil Code prioritizes intention and context, so an errant comma may not be decisive if the parties’ actual agreement can be reconstructed. Still, as Stikeman Elliott and other legal commentators warn, that flexibility is no substitute for precision. Litigating over grammar is expensive, even when you “win.”
Lessons for Drafters
-
Proofread in both official languages. Québec and federal courts read English and French texts side by side. A safe comma in English may be a landmine in French.
-
Clarity beats cleverness. Courts dislike patching up messy clauses. Draft simply and directly.
-
Punctuation is not decoration. Semi-colons, commas, and periods can alter obligations, rights, and liabilities.
-
Civil law vs. common law. Québec’s courts may lean on intention; common-law provinces stick closer to the plain text. Either way, mistakes can cost dearly.
From the million-dollar comma to Québec’s careful parsing of arbitration and earn-out clauses, Canada offers plenty of cautionary tales. Grammar and punctuation may look like small details, but in the hands of judges and regulators, they can decide whether a contract survives or collapses. The moral is simple: in law, every mark on the page matters.