contract-law legal-writing
How to parse this clause?
<p>I am having difficulty interpreting a clause relating to a referral rewards program, which entitles an existing client to an incentive for each additional client they refer to a company. The confusion revolves around the parsing of this clause:</p>
<p>&quot;<em>You cannot refer yourself via a joint account, a family member or a member of the same household</em>&quot;</p>
<p>Which of the following structures does this parse to?</p>
<blockquote>
<p>You cannot refer yourself via:</p>
<ul>
<li>a joint account;</li>
<li>a family member; or</li>
<li>a member of the same household.</li>
</ul>
</blockquote>
<p>or</p>
<blockquote>
<p>You cannot refer:</p>
<ul>
<li>yourself via a joint account;</li>
<li>a family member; or</li>
<li>a member of the same household.</li>
</ul>
</blockquote>
<p>Is this clause poorly constructed? Would it leave the company open to legal challenge, or is there clear grammatical precedent for interpreting such a clause? The company is very well legally resourced and in a highly regulated industry.</p>

<p>The second interpretation is the one that makes sense, in light of the most likely goal of this clause.</p>

<p>If you recommend to a potential client A that they do business with company B, you are referring A to B (you are recommending B to A). The company's interest is in getting new clients, and in preventing giving rewards to spurious referrals, that is ones which were not genuine potential new business. Referring yourself (via the subterfuge of using a joint account that you have) would not be bringing in new business; nor would getting family (including "same household"). The first interpretation limits the prohibition of referrals to just "yourself", and fails to include a prohibition against referring all of your aunts, cousins and roommates (which they assume, reasonably enough, are not actual potential new customers). Furthermore, there is no sensible meaning to "referring yourself via a family member". This would mean having a family member tell you that you should do business with Company B.</p>

<p>There may be some stylistic preference for adding a comma before "or", but it is perfectly interpretable as it stands.</p>
