This section is from the book "The Law Of Contracts", by William Herbert Page. Also available from Amazon: Commercial Contracts: A Practical Guide to Deals, Contracts, Agreements and Promises.
Unless a contrary intention appears upon the face of the contract, it will be presumed that the contract is drawn grammatically and punctuated properly and that the intention of the parties is to be deduced from the language which is used when such language is construed, if possible, as if it were grammatical and as if the punctuation were proper.1 However, a construction fair, reasonable and consistent, but involving grammatical inaccuracy, will not yield to a construction more accurately grammatical, but less fair and reasonable.2 On the same principle punctuation may be ignored in order to adopt the more reasonable of two constructions.3 Thus of the words "lien operation and effect," lien is not supposed to be an adjective because no comma follows.4 Still if two constructions are equally probable,5 or other means of ascertaining which meaning was intended are lacking,1 punctuation may be resorted to.
8 Louisville & Nashville Ry. v. Southern Flour & Grain Co., 136 Ga. 538, 71 S. E. 884.
9 Schucking v. Young, 78 Or. 483, 153 Pac. 803.
10 Rosenfeld v. Ry., 103 Ind. 121, 53 Am. Rep. 500, 2 N. E. 344.
11 Contract for the sale of realty. Melone v. Ruffino, 129 Cal. 514, 79 Am. St. Rep. 127, 62 Pac. 93. Contract for the sale of personalty. New England, etc., Co. v. Worsted Co., 165 Mass. 328, 52 Am. St. Rep. 516, 43 N. E. 112. ("F. C. Wool.") Maurin v. Lyon, 69 Minn. 257, 65 Am. St. Rep. 568, 72 N. W. 72. (In this case the written memorandum was as follows: "St. Cloud, 7-6-96, sold Maurin Bros., Cold Springs, 5000, 1-0 Jul. Del. 99 C. Duluth" and signed.)
2 Connecticut. Connors v. Clark, 79 Conn. 100, 63 Atl. 951.
Michigan. Beadle v. Sage Land Co., 140 Mich. 199, 6 Am. & Eng. Ann. Cas. 53, 103 N. W. 554.
North Carolina. Wilkie v. New York Life Insurance Co., 146 X. Car. 513, 60 S. E. 427.
West Virginia. Ketchum v. Spur-lock, 34 W. Va. 597, 12 S. E. 832.
If the intention of the parties appears from the entire contract, such intention will not be defeated by the fact that the court is obliged to transpose sentences in order that the contract as written may express such intention.7
The intelligence and education of the person by whom the contract is drawn have been considered in determining whether a grammatical construction which is less reasonable is to be preferred to a more reasonable construction which is less grammatical.8 If the draftsman is educated and intelligent, much greater weight will be given to punctuation and grammar as a means of determining the intention of the parties as expressed in the contract than would be given if the draftsman is ignorant and uneducated.9 It would seem, however, that the education and intelligence of the parties to the contract should be the test for determining the weight to attach to punctuation and grammar rather than that of the draftsman if the test in such cases is to be the understanding of the individual parties rather than that of the ordinarily reasonable and intelligent man, since the words are the words of the parties, although they are suggested by the draftsman.