One letter. Three hundred ten million dollars.
In 2014, two energy companies — TerraForm Power and SunEdison — split a portfolio of solar and wind assets. Major M&A deal, war rooms, all-night drafting sessions. Two of the most prestigious law firms on the planet handled the paperwork: Orrick Herrington & Sutcliffe and Cleary Gottlieb Steen & Hamilton.
The purchase agreement contained an accelerated-earnout provision — money the buyer agrees to pay later if the business hits certain targets. The provision said “buyers” — plural — would owe it.
It should have said “buyer.” Singular.
One letter. The letter S.
In 2016, SunEdison went bankrupt. And because the contract said “buyers,” TerraForm was arguably on the hook for the earnout — not just SunEdison. That single plural turned a one-company obligation into a shared one. TerraForm suddenly owed money it never expected to owe, because of a letter nobody noticed.
TerraForm sued both law firms for legal malpractice. The claim: at least $310 million.
Here’s the part that should terrify every lawyer. A New York judge found that the word “buyers” appeared in 22 out of 24 draft versions. This wasn’t a last-minute typo. It was there from nearly the beginning. It survived round after round of review. Dozens of highly paid lawyers read that document, and the S survived every single pass.
The court ruled it was not an “obvious” mutual mistake. The paper says what the paper says.
I teach a whole module on plurals. My students laugh — until I show them this case. Then nobody laughs. Because every one of them has typed “buyers” when they meant “buyer” and trusted that context would save them.
Context doesn’t save you. The document saves you, or it doesn’t.
Precision isn’t a personality trait. It’s a discipline. You don’t get it by being careful — careful people wrote those 24 drafts. You get it by building systems that catch what carelessness misses.
Because sometimes a single letter costs $310 million.
Dena Falken is the founder of Legal-Ease International, training legal professionals in 56 countries in the precise use of Legal English.
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