Oxford, Comma

A reader drew my attention to the coverage, by the Harvard Law School’s Program on Negotiation, of a dispute that had arisen in the state of Maine.

The dispute centred on some legislation which had given rise to two possible interpretations. The ambiguity would have been avoided by placing an Oxford comma in the relevant text. The Oxford comma is the comma inserted before the “and” in the last item of a list (as in shoes, socks, and sandals). Who knew!

The report was accompanied by this covering comment from the HLS. “If you tend to leave contract drafting and review to your lawyers, you might think twice about doing so in the future. While learning how to write a contract may not sound like fun, leaving the job to someone else could work against you. For proof, just look at this example of a legal dispute that blew up over a comma—or, rather, the lack thereof.”

Which has to be the most bizarre comment I have ever read on the correct allocation of work between a CEO and their lawyer. I look forward to seeing a generation of CEOs and C-level executives checking contracts for commas (and that’s just the start: what about colons; and semicolons?).

So, as a corrective, here is a more sensible allocation.

CEO:

  1. Sets overall objectives and timelines.
  2. Identifies key issues.
  3. Identifies particular concerns.

Lawyer:

  1. Identifies key legal issues that the CEO needs to be aware of.
  2. Negotiates.
  3. Makes sure that the final contract reflects the CEO’s intention, as modified by negotiation.

Which has to be the most bizarre comment I have ever read on the correct allocation of work between a CEO and their lawyer.