Most drafters use words and numerals to express numbers—as in no later than thirty (30) days after Acme delivers a Termination Notice.
Numerals are easier to read than words but are more prone to typographic errors, so using both affords the immediacy of numerals while providing insurance against a transposed decimal point or an extra or missing digit. Courts are apt to apply the rule of construction that in the event of conflit, the words govern.
In chapter 13 of MSCD, I nevertheless recommend that you shun this practice. For one thing, it makes prose harder to read. And it’s also faintly ludicrous to use it for every number in a contract—it would be alarming if the proofreading required to ensure that 30 didn’t somehow turn into 3 or 300 were beyond the capabilities of those involved in drafting a given contract. I recommend instead that you use words for whole numbers up to ten and use numerals for 11 onwards, with some obvious exceptions. (But go ahead and use words and numerals for big numbers if you feel the need for a security blanket.)
But I would have done well to include in MSCD some additional arguments against the words-and-numerals approach. Here they are:
- When drafters change numbers in a draft that uses the words-and-numerals approach, they sometimes inadvertently change only the numbers. If in resolving the resulting inconsistency a court were to hold that the words govern, that would serve to nullifying the change.
- Another annoyance is that using words and numerals interferes with using a hyphen when a number is part of a phrasal adjective. Normally you’d say successive five-year periods. If you do the words-and-numerals thing, retaining the hyphen would look decidedly odd: successive five (5)-year periods. The better choice would be to dispense with the hyphen—successive five (5) year periods—but that would still be less than idea.
- And a participant at my recent West Legalworks seminar in New York pointed out that when the words-and-numerals approach is used in a block of text that includes integrated enumerated clauses, that can result in a reader miscue, with the reader mistakenly thinking, if only for a moment, that the number in parentheses serves to enumerate an enumerated clause.
I’ve also heard arguments in favor of the words-and-numerals approach. One is that it makes numbers easier to spot, but I’m not sure why a reader would benefit from being able to spot numbers more quickly than other provisions. Another argument is that in a multi-generation copy or fax of a contract, using the words-and-numerals approach makes it easier to make out what a given number is. I can’t say I find that a compelling argument.
I generally agree with your suggestion, except that I would use words for one through nine and numbers for 10 and above. I believe this approach is more common. Why do you suggest using words for ten?
Jimmy: Different authorities make different recommendations regarding when you should switch over to numerals. (For general writing, some authorities recommend you use words up to 100.) Whether you make the transition at nine or ten is less significant that having a convention and sticking with it. Ken
Great blog, Ken. I’m not sure I find the fact that the drafter may make a mistake in coordinating one (1) or more words and numerals to express a number terribly compelling. The drafter can bungle all sorts of things, and the numbers are just one part of this – the responsibility for drafting the document properly lies with the drafter, and the responsibility of checking it for accuracy lies with the parties signing it. The fax argument, however, I do find more compelling than you do – I often receive a legal document that’s been faxed to me where one digit or letter is hard to read for one reason or another and spelling out the numbers in words as well as digits generally is effective in overcoming any confusion in this case. In some instances, the copied or faxed document is the best available version of the original document (and even an original can be smudged, ripped, etc.).