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CS Professional · Drafting, Pleadings and Appearances · General Principles of Drafting

After finalising an engagement letter, the drafter notices that a long clause with several exceptions has an ambiguously placed modifier, so it could apply to one or all of the listed items. Which approach best avoids this error?

The best approach is to split the clause into short sentences or sub-clauses and place modifiers directly beside the words they govern. This removes the double meaning. Making it longer or relying on courts does not cure ambiguity.

  1. AMake the sentence longer to cover all possibilities
  2. BBreak it into short sentences or sub-clauses and place modifiers next to the words they governCorrect
  3. CInsert more commas and leave the structure unchanged
  4. DLeave it, since courts will always favour the drafter

Explanation

Ambiguity from misplaced modifiers is cured by short, well-structured sentences or sub-clauses with modifiers placed beside what they modify. Lengthening or relying on court favour increases risk; ambiguity is typically read against the drafter's side.

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