In Cantor Fitzgerald & Co v YES Bank Limited [2024] EWCA Civ 695, the Court of Appeal considered the extent to which an adjective paired to a list of nouns qualifies them all.
In this case, the relevant word can be found in the letter of engagement:
We have been advised by the Company that it contemplates one or more financing(s) through the private placement, offering or other sale of equity instruments in any form, including, without limitation, preferred or common equity, or instruments convertible into preferred or common equity or other related forms of interests or capital of the Company in one or a series of transactions (a “Financing”).
Falk LJ held that the adjective at the start of a list of nouns qualifies them all.
It was held that the “reader will naturally tend to assume that an adjective or determiner at the start of a list qualifies the entirety of it.” I agree with this formulation. In a sentence that reads “I would like to sponsor intelligent charities, people and plans”, as a matter of English ordinary usage, the word “intelligent” can only rationally apply to each item.
A further point was made by Falk LJ that to avoid such an interpretation, “parties did nothing to counter that natural interpretation, whether by omitting the word “private”, including the word “public”, changing the order of the list or otherwise.” It must stand that to avoid a list of nouns being modified by the first adjective, you could change the word order or introduce a different adjective to the second noun (thereby breaking the pattern).
