MSCD contains a section on overuse of initial capitals (13.28–34). Here’s what I say in MSCD 13.30 regarding titles:
Drafters invariably use initial capitals when referring to officer titles (The certificate must be signed by the President of Acme), but authorities on general English usage recommend that one only do so when the title is followed by a name (President James Roe), which is never the case in corporate agreements. Similarly, it is best not to use a capital D in director.
Note that regarding officer titles, I state what authorities—in this case, The Chicago Manual of Style and Garner’s Modern American Usage—recommend, but I don’t insist on it.
This milquetoast position isn’t due to drafters’ overwhelming preference for initial capitals. Instead, it’s longer titles that give me pause. Consider these two alternative versions:
Mr. Jones shall serve as Acme’s Director of Business Development and Marketing–Middle East and Asia.
Mr. Jones shall serve as Acme’s director of business development and marketing–Middle East and Asia.
Although it appears contrary to what authorities recommend, I prefer, for two reasons, the version with the initial capitals. First, longer titles could be read as descriptive—that Mr. Jones directs business development and marketing, but that isn’t necessarily his title. Second, I’m not wild about the imbalance, in the second version, between no initial capitals to the left of the dash and initial capitals to the right.
That said, I still prefer The certificate must be signed by the president of Acme. (In the next edition of MSCD I’ll use a more felicitous example.) I currently propose to use initial capitals for longer titles only. If in a contract I ever need to refer to both shorter and longer titles, it would look awkward if I were to treat them differently. I’ll cross that bridge when I get to it.
By the way, this issue would arise in all legal writing, indeed all writing, period, rather than just contracts.
Ideas, anyone?
When the word is preceded by the article ‘the’ it does not appear to be used as a title of a particular person, but rather to point the office. So, unless it was a defined term from elsewhere in the agreement, it seems natural to go without a capital.
As for examples where the long-title issue arises, it seems hard to come up with a practical one that is not as in the above — Stating what so-and-so’s title will be now that so-and-so has accepted the job.
Speaking of ‘the’ — Is it fair to complain about a contract that creates a defined term for one of the parties that is also a generic for the role of the party in the contract, such as ‘Customer,’ and then goes on to put ‘the’ in front of the defined term for the party? That seems to me to be saying something like, “I was speaking to the Ken Adams the other day, and he said…”
Michael: Regarding your question, I don’t have a problem with using “the” in the defined term “the Customer.” In fact, I prefer including “the.” (See MSCD 2.39.) We are, after all, dealing with a common noun rather than a name. You wouldn’t, after all, tell your sales staff “Customer is always right!” You’d say “The Customer is always right.” (Assuming you share that sentiment!) Ken
Postscript: I ran my issue with longer titles by the Chicago Manual of Style’s online Q&A, giving them the example I used in my post plus one other. This is what they said:
“Chicago style lowercases the title and we feel no reluctance! Your sentences look just fine to me. But if you’re uncomfortable lowercasing, by all means uppercase them. It would be a bad idea to mix and match styles for titles of different lengths, however.”
So with renewed confidence I’ll advocate lowercase across the board.
Ken