I learned more than a year ago that Microsoft would be changing the default font in Microsoft 365, and Microsoft announced the change in July 2023 (here), but the change made its way to me only yesterday: the new default font is … Aptos. Here’s what I say in the fifth edition of A Manual of Style for Contract Drafting: … Read More
By popular acclaim—well, because three people on Twitter asked me to—I will now explain for you the first rule of enumerated clauses. I’d like to say that the first rule of enumerated clauses was recovered from one of the cuneiform tablets that constitute the Kültepe texts, found in Kanesh, an archaeological site in Kayseri Province, Turkey. But in fact, I … Read More
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 and how it relates to … Read More
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 other entity, now or … Read More
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, using the (A) hierarchy. Subsection … Read More
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 was then Calibri 11 point, … Read More
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 and your for the employee. … Read More
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 of parallel elements. It might make … Read More
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 belts and suspenders. You only … Read More
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 addition to offering my exquisitely … Read More
