contract-law
How to interpret “respectively” after a comma
<blockquote>
  <p>This agreement is issued pursuant to and incorporates by thisreference
  the terms and conditions set forth in the Schedule statedabove, and
  the Agreement and Attachment(s) set forth in such Schedule,by and
  between the parties to the Agreement, Schedule and Attachment,
  respectively.</p>
</blockquote>

<p>Does this "respectively" modify "parties" or the verb "incorporates"? I am not sure if this "respectively" means "parties to the Agreement, parties to the Schedule, and parties to the Attachment" or "incorporates respectively".</p>

<p>It is a general rule of legal interpretation that all words are to be given effect, which means that you don’t just throw words away, you have to include them in the interpretation. The word “respectively” distributes referents and their attributes, in the specific order given, and that means we have to have at least two things. For example, “The mother and father shall receive $100 and $20, respectively” means that the mother shall receive $100 and the father shall receive $20. “The mother and father shall receive $100, $20 and $5, respectively” violates the grammatical rule pertaining to “respectively” (each thing is to be distributed to a different referent and we have one too few referents given the items to be distributed), so such a structure would be technically meaningless. It does <em>not</em> mean “each”, that is it does not mean that both shall receive $125. In such a case, the courts would have to discern some deeper intention or principle of justice where the mother gets $100 and the father gets $20+$5, though it could go $100+$20 and $5 – the wording does not tell you.</p>

<p>Applying this tool to the final clause in the snippet, we first look for three things to be distributed (Agreement, Schedule and Attachment). If the text had said “Agreement, and Schedule and Attachment”, we could parse this as two things to be distributed – but that’s not what it says. If “respectively” distributes Agreement, Schedule and Attachment, that would have to mean three different parties: the agreement-parties, the schedule-parties, and the attachment-parties. The problem is, you can be a party to an agreement, but it makes no sense to be a party to a schedule or an attachment. The interpretive canon known as the last antecedent rule favors assigning meaning to the nearest preceding referent (the three-term conjunction), but that has to give way to “sensible interpretation”, and the problem of being a “party to a schedule”. (“Agreement” is both a document and an act: being a party being “being a party to an act”).</p>

<p>The clause can, however, be sensibly divided at the level of the verb “incorporate”, though the interleaving of conjunctions makes this hard to see. Editing     the snippet down to essentials, it says “This agreement … incorporates by this reference… [the terms and conditions set forth in the Schedule …], and [the Agreement and Attachment(s) set forth …by … the parties to the Agreement, Schedule and Attachment], respectively”. The first bracking is the noun phrase “T&amp;C” terminating with the first comma (for conjunction). The second comma, “in such Schedule, by and between the parties” is the non-restrictive relative clause reducing comma, which is equivalent to “in such Schedule, where the Agreement and Attachment(s) are set forth by and between the parties…”. That comma is necessitated by the fact that “in such Schedule” has been shoved in between “set forth” and “by and between”.</p>

<p>We  still have to deal with the meaning of “parties to the Agreement, Schedule and Attachment”. It makes no sense if you interpret this as identifying three independent sets of parties. However, you don’t have to interpret this as a three-way conjunction of parties, instead, it refers to simple unconjoined parties, and they are parties to the [Agreement, Schedule and Attachment], that is, the whole shebang. </p>

<p>Given the linguistic challenges of the text, the courts will probably have to look at the entire document and surrounding circumstances to discern the true intent of the parties.
It would be better to rewrite the sentence. It is actually possible to use two sentences. </p>

<blockquote>
  <p>Does this "respectively" modify "parties" or the verb "incorporates"?</p>
</blockquote>

<p>I think "<em>respectively</em>" is redundant and inconsequential here because "this agreement" is grouped together with "the Schedule stated above", which in turn allegedly comprises the initial "Agreement and Attachment(s)". That Schedule with its Agreement was entered by the parties. Now with the parties' acceptance of "this agreement" so as to append it to the Schedule, the scope of "<em>respectively</em>" really makes no difference.</p>
