April 27, 2011
How do you interpret a phrase in a contract when it has an adjective followed by a series of nouns separated by an “or”?
This question was the task placed in front of me during a recent research session. The customer wanted to know, as an example, if you have large auto, vehicle or truck, does the word large also modify the word “truck?” I had to recall those days in high school when Sister Helen was reciting to us the formalities of grammar and the English language. You know what I mean, when an “or” is considered a disjunctive and the word “and” is a conjunctive. While I was uncertain what type of response I would get in case law, I figured an expansive search area could not hurt. So we embarked on searching all state and federal cases (ALLCASES) on Westlaw.
Trying to get a broad result, I started with a search of constru! /p adj! modif! alter /s noun /p contract agreement. While that search provided 73 results, it needed some refinement. This time I used a search of CONSTRU! /P ADJECTIVE MODIF! ALTER /S SERIES SEVERAL COUPLE TWO THREE SEQUENCE /S NOUN /P CONTRACT AGREEMENT. This search proved to be the winner, including language like this:
“widely accepted that an adjective at the beginning of a conjunctive phrase applies equally to each object within the phrase. In other words, the first adjective in a series of nouns or phrases modifies each noun or phrase in the following series unless another adjective appears.” 187 Fed.Appx. 681, citing 189 S.W.3d 87, 92
The customer was happy and now you use it the next time you are faced with this daunting research question.