contract-law corporate-law legal-terms incorporation interpretation
How to interpret or parse this confusing &#39;NOT&#39; and &#39;AND&#39; legal clause
<p>In the following legal clause:</p>

<blockquote>
  <p>They shall not confer the right to attend any meeting of members and
  to exercise one vote for every share held.</p>
</blockquote>

<p>Does the NOT negates both ANDs as in:</p>

<blockquote>
  <p>They shall <strong>not</strong> [confer the right to attend any meeting of members <strong>and</strong>
  to exercise one vote for every share held].</p>
</blockquote>

<p>Or is the NOT and AND separate, as in</p>

<blockquote>
  <p>They shall [<strong>not</strong> confer the right to attend any meeting of members] 
  <strong>and</strong>
  [to exercise one vote for every share held.]</p>
</blockquote>

<p>It says</p>

<blockquote>
  <p>They shall not confer the right [[to attend any meeting of members] and [to exercise one vote for every share held]].</p>
</blockquote>

<p>The elements joined by a conjunction such as "and" should be grammatically parallel.  Since the part <em>after</em> the conjunction is an infinitive verb phrase, the thing to which is it joined by the conjunction should also be an infinitive verb phrase.</p>

<p>However, it is normal in English to use "or" when joining elements in a negative statement.  For example, if it is forbidden to sing and it is forbidden to dance, one could post a sign saying "no singing or dancing."  If the sign said "no singing and dancing" it could be interpreted as a prohibition only on doing both at once.</p>

<p>So the sentence should read</p>

<blockquote>
  <p>They shall not confer the right to attend any meeting of members or to exercise one vote for every share held.</p>
</blockquote>

<p>Perhaps less ambiguous:</p>

<blockquote>
  <p>They shall not confer the right to attend any meeting of members or the right to exercise one vote for every share held.</p>
</blockquote>

<p>But the drafting error is unlikely to change the meaning of the text, since it is fairly easy to identify it as a drafting error.</p>

<p>"Not" negates the entire following clause. It can be paraphrased as "They shall not confer the right to attend any meeting of members, and they shall not confer the right to exercise one vote for every share held". Observe that each of the praphrased clauses is sensible and grammatical. Compare that to the interpretation where "not" modified just the first clause: "They shall not confer the right to attend any meeting of members", and "they shall  to exercise one vote for every share held", where the second clause is meaningless word salad. More specifically, there is a compound object "right to attend any meeting of members and to exercise one vote for every share held", that may not be conferred.</p>

<p>If this came up in court, the judge would have to decide two things: What does this sentence mean? And can it mean only this, or could it mean something else? For example, the judge could decide "It means X, and nothing else, or the judge could decide "It very likely means X, but it might mean Y, even though less likely". </p>

<p>If terms in a contract are unclear, then a judge should use the interpretation that is against the interest of the person who wrote the contract. So if I wrote the contract, the judge says "it could mean X or Y", and Y is better for you, then it is taken to mean Y. </p>
