“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.

7 thoughts on ““Anno Domini”? In a Contract?”

  1. I’m surprised that in a country where it seems to be regarded as impolite to say Happy Christmas, in case it offends non-Christians, a State Government can countenance the Latin equivalent of “the year of our Lord”. But looking at the wording of the signature blocks below the bit you quoted, it is obvious that the document has been drafted by an idiot, and they can be found in most countries!

    • Ah yes, the “war on Christmas.”

      In the same vein, I’m disappointed that you should use the word “idiot,” as it’s hurtful to, well, idiots. That’s why I now use “f*cktard.”

  2. Ken:
    I just saw an online contract that referred to a provision earlier in the contract as a provision “supra.”

  3. 1/ I suspect the innocent use of ‘A.D’ in signature lines today is simply to provide a better visual separator than a comma between the month and year. I’ve come to feel that all commas, semicolons, colons, and periods should be bolded. Eye test time?

    2/ It’s nice that the draftspersons being mocked preserve the often-forgotten knowledge that although ‘B.C.’ comes after the year, ‘A.D.’ properly comes before the year.

    3/ The abbreviations ‘CE’ (‘Common Era’ or ‘Christian Era’) and ‘CE’ (‘Before the CE’) are (increasingly?) common in academic and scientific contexts, but contract drafters don’t need them or their predecessor systems, including ‘A.U.C.’ (= ab Urbe condita, ‘from [the] City [ie, Rome] having been founded’).

    4/ What do people think of using the ISO-blessed format 2015-05-03 in contracts (YYYY-MM-DD)? It’s compact and in the spirit of Ken’s line on quantities, ‘prefer digits to words’.

    5/ Latin is a wonderful language that got Europe through the Middle Ages, and the ninnies — can we still say ninnies? — who use it unnecessarily in contracts today are trying to borrow its prestige or to use hieroglyphs to impress nonlawyers.

  4. Not sure now, but I recall having translated a contract with the full expression, “anno domini”.

    Anyway, “AD” might have some relevance in countries that don’t use the Gregorian calendar, perhaps?

  5. Came here because I was just reviewing a contact that had A.D. after all dates and thought “wow, did they really feel the need to clarify that we are entering this agreement 2,000 years after the death of Christ, and not before?”


Leave a Comment

This site uses Akismet to reduce spam. Learn how your comment data is processed.