“Anno Domini”? In a Contract?

There I was, innocently looking at the form certificate of amendment kindly made available by the Delaware Secretary of State (here), when the concluding clause caught my eye:

Delaware Certificate of Amendment

It contains a number of usages worthy of comment, but what grabbed my attention was the “A.D.” placed before the blank for the year.

Is it possible that someone might be confused as to whether we’re A.D. 2015 or 2015 B.C.? In that case, perhaps “A.D.” isn’t clear enough. Maybe they should go the whole hog and use “Anno Domini Nostri Iesu Christi.”

Perhaps they thought that someone wouldn’t know what to put in that blank, but would be very strange.

Of course I checked that great shell midden, the SEC’s EDGAR system. Westlaw retrieved 70 documents filed in the past three years that include “A.D.,” and most of them were documents filed with Delaware. But a few were contracts, including one that contained the following concluding clause:

IN WITNESS WHEREOF, on this 2nd day of May, A.D. 2014, NORTHERN STATES POWER COMPANY, a Minnesota corporation, party of the first part, has caused its corporate name and seal to be hereunto affixed …

There is no end to the weirdness that one finds in contracts.

About the author

Ken Adams is the leading authority on how to say clearly whatever you want to say in a contract. He’s author of A Manual of Style for Contract Drafting, and he offers online and in-person training around the world. He’s also chief content officer of LegalSifter, Inc., a company that combines artificial intelligence and expertise to assist with review of contracts.