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Adams on Contract Drafting

Ending Enumerated Clauses Not with a Bang, But with a Period

Posted on September 17, 2020 by Ken Adams

MSCD 4.34 says that in a set of enumerated clauses, the period should occur at the end of the last enumerated clause. This post is about what it can look like if you don’t do that. Consider the sentence above. (It’s a long one.) All we’re concerned with is the initial set of enumerated clauses […]

Posted in Layout Leave a Comment

Cross-Referencing … To a Sentence?

Posted on July 4, 2018 by Ken Adams

Some of my hard-core readers have probably grown disenchanted with this blog. “Oooh, Mr. Globetrotter went to Denmark!” “Oooh, Mr. Fancypants is doing the artificial-intelligence thing!” Well, I still got it, bitchez. Courtesy of Fabian Schäfer, SAP’s Chief Expert in Legal Information Management Check, out the following (emphasis added): AFFILIATE shall mean a corporation, company or […]

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The Problem with Bryan Garner’s Enumeration Scheme

Posted on November 26, 2017 by Ken Adams

This article in the ABA Journal contains Bryan Garner’s version of part of a particularly impenetrable consulting agreement. His focus is layout, and in his redraft he in effect offers an enumeration scheme for contracts. (The image above is the first part of it.) But it treats the constituent elements inconsistently. Consider first the subsections, […]

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Tweaking Font Size and Spacing

Posted on January 15, 2017 by Ken Adams

My enumeration schemes are an important part of my repertoire. There’s the one in MSCD, then there’s the hanging-indent scheme I unleashed in this 2015 post. But despite my control-freakery, I’ve not paid a lot of attention to two aspects of my scheme, namely point size and spacing. I went with the Word default, which […]

Posted in Layout 17 Comments

Offer Letter or Employment Agreement?

Posted on August 1, 2016 by Ken Adams

You can turn any standard contract into a letter agreement by adjusting the opening and closing. (MSCD contains a chapter on letter agreements.) In what contexts might that make sense? In particular, recently I’ve had occasion to read “offer letters” between a company and an employee. They’re letter agreements. More often than not, they use you […]

Posted in Layout 6 Comments

Position of “The Following” in Introductory Text Preceding a Set of Enumerated Clauses

Posted on February 21, 2016 by Ken Adams

The basic unit of contract prose is, surprise surprise, the sentence. One issue of contract layout is that of aggregation—how do you group sentences into sections and, if necessary, articles? The other is that of division—when is it appropriate to break up a sentence? Division involves enumerated clauses. A contract sentence might consist of introductory text and a series […]

Posted in Layout 11 Comments

Layout Shock No. 2: No First-Line Indent for Unenumerated Paragraphs

Posted on October 11, 2015 by Ken Adams

Here’s what I say in MSCD 16.58–60: One way to signal the start of a new paragraph is to indent the first line. Another way is to put space between paragraphs. Typography professionals recommend that you not use both techniques. For example, Typography for Lawyers, at 136–37, says, “First-line indents and space between paragraphs have the same relationship as […]

Posted in Layout 7 Comments

Layout Shock No. 1: A New MSCD Enumeration Scheme?

Posted on October 11, 2015 by Ken Adams

Regular readers will be familiar with the MSCD enumeration scheme. It’s described in excruciating detail in MSCD chapter 4, as well as in this 2012 post. But I’m keenly aware that the MSCD scheme doesn’t appeal to everybody. This past week, that included a consulting client. That caused the scales to fall from my eyes: in […]

Posted in Layout 15 Comments

Another Reason to Use the Full Reference in Cross-References to Subsections

Posted on July 20, 2015 by Ken Adams

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 […]

Posted in Layout 1 Comment

Two Issues Relating to Article Enumeration

Posted on March 18, 2015 by Ken Adams

It’s been a while since I’ve had occasion to write about layout. Here are two issues relating to enumeration in articles. Be still my beating heart. Article Zero? First, last week I gave an in-house seminar at the Beijing unit of an international consortium. As usual, my PowerPoint seminar contained examples drawn from the host’s […]

Posted in Layout 11 Comments

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