Another Reason to Use the Full Reference in Cross-References to Subsections

From MSCD 4.94: In the interest of consistency and to facilitate revisions, when referring to two or more subsections of the same section, repeat the section number. For example, say section 6(b) or 6(c) instead of section 6(b) or (c). But another reason for this practice came to mind when I looked at the language at issue in this morning's other post (here). Here's part of it: (f) To the … [Read more...]

Two Issues Relating to Article Enumeration

It's been a while since I've had occasion to write about layout. Here are two issues relating to enumeration in articles. Be still my beating heart. Article Zero? First, last week I gave an in-house seminar at the Beijing unit of an international consortium. As usual, my PowerPoint seminar contained examples drawn from the host's template contracts, but at the start of the seminar someone … [Read more...]

A Tip For All You Cross-Reference Ninjas

This post explains how to edit a cross-reference to a contract article so that the a in article is lowercase. Chris Lemens, this one's for you! (When it comes to layout and related issues, Chris is Javert to my Jean Valjean.) Like any sane person, I use Word's cross-reference function for the cross-references in contracts that I draft. Life's too short to update cross-references … [Read more...]

Contract As Pleading?

I noticed that the National Security Agency and the Department of Homeland Security have finally acknowledged that merchants who use images and names of those agencies on parody merchandise aren't violating any federal laws. How big of them. Go here for Public Citizen's press release. But what's of particular interest to pointy-headed me is the settlement agreement between the agencies and Dan … [Read more...]

An Instance of Confused Enumeration in a Contract

Via this post on Legal Writing Prof Blog I learned of a recent opinion of the Second Circuit Court of Appeals that involved an odd instance of confused enumeration in a contract. The case is Karmely v. Wertheimer (here). It's discussed in this post on allgov.com. The facts are way too involved for me to get into, but here's the language at issue: The foregoing provisions are solely for the … [Read more...]

A Suggestion to Those Organizing the Upcoming Legal Design Jam

Thanks to @carolynelefant and this post on Open Law Lab, I learned of the "Law Design Jam" being held on October 11, 2013, at Stanford University. Go here for the invitation. The tagline for the event is "Legal contracts, licenses and policies are now long, dull, difficult and boring documents. Come change that!" Here's how the event is described: A Legal Design Jam is a design-driven … [Read more...]

Eliminate All Cross-References?

Family! One day you're unaware that they exist, the next day they're hocking you relentlessly. I'm speaking of course about Joshua Stein, my newfound second cousin once removed, recently introduced to readers of this blog in this post. I was minding my business late one night when an email from Joshua invaded my inbox. Here's the meat of it: I was hoping MSCD would say section cross … [Read more...]

Severability and Tabulation

At one of my recent European seminars I told the participants that I'm not in favor of the approach to document design that says that as soon as you have two distinct thoughts in a contract provision you should enumerate them and tabulate them. (For more about that, see this 2013 post (eighth paragraph) and this 2012 post.) But, said one of the participants, under English law doesn't … [Read more...]

Footnotes in Contracts?

A few days ago a reader asked me about a recommendation he saw online to the effect that it might be a good idea to use a footnote to explain why a negotiated contract provision had been written in a particular way. And another reader just asked me about using footnotes in a contract. Someone in his company had proposed including a footnote to elaborate on the meaning of a particular word. I … [Read more...]

Get Rid of First-Line Indents in Paragraphs Without Enumeration?

I've been reading Matthew Butterick's Typography for Lawyers. It has caused me to revisit some issues. Here's one: In samples in MSCD, the introductory clause, the recitals, the lead-in, the concluding clause, and autonomous definitions all use first-line indenting. I also use space between those paragraphs. Here's what Typography for Lawyers has to say: A first-line indent is the most common … [Read more...]

You Might Want to Make Your Section Headings Non-Random

Thanks to Eric Goldman (@ericgoldman) I learned about a recent opinion out of the U.S. District Court for the Eastern District of Virginia. (PDF copy here.) It relates to a dispute between Corbin Bernsen, actor, and Innovative Legal Marketing. Bernsen acted as spokesperson for an ILM campaign, but it all ended in tears. What caught Eric's eye, and mine, was the following provision: VI. … [Read more...]

Ellen Lupton Wades In on Document Design for Contracts

In this December 2011 post I questioned the utility, for purposes of contracts, of what I called document-design "bling." And in this February 2012 post I suggested that you can go too far in breaking up contract text. But I'm aware that I have negligible credentials in document design. And I'm aware that when it comes to the look of a document, people like what they're used to. So I decided to … [Read more...]

The MSCD Enumeration Scheme: A Manifesto

Contract layout is a function of how you position blocks of text on the page and how you enumerate them. In MSCD I recommend that you use for your contract layout what I call, unimaginatively enough, the MSCD enumeration scheme. It comes in “articles” and “sections” versions, the only difference between the two being whether your contract groups sections into articles. Go here to see an image of … [Read more...]