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 extent (x) any Transaction Deductions are not properly deductible in the Tax year that ends on or includes the Closing Date and are properly deductible in a Tax year beginning after the Closing Date … by the Buyer … , (y) after the application of Sections 6.5(d) and (e) the Company or any Company Subsidiaries has a net operating loss carryforward that is attributable to the Transaction Deductions … , or (z) Transaction Deductions claimed in the Tax year ending on or including the Closing Date result in a reduction of Taxes for that Tax year in excess of the amount paid to Sellers pursuant to Sections 6.5(d) and (e), then Buyer … .

When I first glanced at this extract, I thought that “and (e)” introduced an enumerated clause. After all, there are three other enumerated clauses in this extract. Using the full reference for cross-references would avoid that sort of reader miscue.

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.