Fetch Interactive Technologies, LLC v. Touchstream Technologies, Inc.
People may often think of attorneys as overzealous when it comes to revising client documents- especially with regard to seemingly innocuous errors and typos. But not all typos are created equal. At least that’s the Delaware Court of Chancery’s take in the recent case Fetch Interactive Technologies, LLC v. Touchstream Technologies, Inc.(Del. Ch. Jan. 2, 2019).
In Fetch, the court addressed a typo in which a number and the written version of the number appearing next to it were inconsistent and contradictory. Specifically, the court was tasked with interpreting a provision for cure of default in a license agreement, which provided a cure period of “fifteen (30)” days. To resolve the dispute the court turned to the Uniform Commercial Code, specifically Del. C. § 3-114, which provides that “words prevail over numbers” in the event of analogous ambiguities. The court adopted the logic of the Uniform Commercial Code, and reasoned a typo is more likely to occur in the numeric, rather than the written version of a number.
When it comes to meticulous drafting, Fetch is a cogent reminder that even the most minor drafting error can lead to the unexpected.