Here’s a thrilling question for you: If you attach to a contract a number of documents, each with its own page numbering, do you also apply, either in Word or by means of a hand stamp, consecutive page numbers to the entire set of attachments? Is there any accepted practice?
It seems more trouble than it’s worth. If the individual attachments have numbered pages, consecutive numbering would serve only to catch pages added or omitted from the end of a given attachment. But maybe I’m missing something.
Ken:
For agreements that I do in high volume, I prefer to have all of the attachments in the Word file for the agreement. That allows me to put a footer in that says “Page X of Y,” so that the other party cannot later say that they didn’t know there were more pages. That is probably even more important for me because I prefer to put the variable business content and the signature blocks on the first page of the agreement.
For large, customized agreements, I generally prefer non-consecutive numbering, with attachments getting a page number that includes the letter or number of the attachment, like A-1 or 20:17. I suppose one could combine the two approaches to have the footer say “Attachment A, page X of Y.” Since I have never done that, I must subconsciously think it would be overkill. Going with consecutive numbering seems like a big opportunity to screw up and mislead the reader into thinking that there are missing pages.
Chris
What is it about consecutive numbering that would mislead the reader into thinking there are missing pages?
I never do consecutive numbering into the Attachments. Rather, I do the A-1, A-2, B-1, etc, thing. Interestingly enough, in practical situations, I’ve never worried about missing pages – as the section numbering typically takes care of letting me know if something is missing.
Generally agree with the other comments. Back in my Biglaw days, I would have dealt with this in one of two ways:
(1) Left the original page numbering alone.OR(2) As Jeff and Chris describe, made each attached document an exhibit (likely would have done this either way), given each exhibit a letter (e.g., Exhibit A, Exhibit B), and then numbered each exhibit page with its exhibit letter followed by its document-specific page number (e.g., A-2, A-3; B-5, B-22).I would not have applied consecutive numbering. Have not had to deal with this issue for some time though!
One thinks by analogies, so let me relate the following.
Appendices to briefs are optional in Connecticut state appellate practice. If used, they must be numbered consecutively beginning with A-1, where “A” stands for “Appendix.” If you have twelve exhibits in your appendix (A through L), each one three pages long, the last appendix page would be A-36.
The idea is to let the reader of the brief go to a referenced point in the appendix with minimal effort.
Pagination starting fresh with each exhibit (A-1, B-1, etc. or A-1 of 3, B-1 of 3, etc.) is apparently enough trickier that the appellate judges and justices don’t want to be bothered.
I don’t see why the same logic wouldn’t apply to contracts.
Maybe it’s more trouble than it’s worth, but it’s not without benefit: whenever the body of the contract refers to something in the appendix of exhibits, continuous pagination makes the referenced thing a little easier to find.
If I’m looking for exhibit C, nonconsecutive pagination of the A-1, B-1, C-1 variety would surely make it easier to find than would consecutive pagination.
If you are looking for exhibit C because the contract refers to it, the following format is easier still:
“The Seller shall Provide the Buyer with a legal opinion substantially in the form of exhibit C starting at page 33 below.” [Or “at page App-12 below,” if the attachments form a consecutively numbered appendix].
Nonconsecutive pagination of the A-1, B-1, C-1 variety would make exhibit C easier to find than would consecutive pagination for someone who is looking for exhibit C in a vacuum, but:
(1) Why would a person be looking for exhibit C in a vacuum? Isn’t the commoner experience that a reader of the contract comes across a reference to exhibit C and wants to see it? If so, an “on site” cross-reference to the appropriate consecutive page number is the easiest method for the typical contract reader.
(2) A drafter could address the convenience interest of the occasional seeker-in-a-vacuum of exhibit C at no cost to the convenience of the typical contract reader by putting a “table of attachments” in front of the first attachment, setting out the page numbers of each attachment.
This is such an elegant solution for my problem: technical studies that each several appendices, each appendix with numbered tables and figures that need to be listed in the table of contents at the beginning of the main document.
With your suggestion, the reader no longer has to find “Appendix C Table 2” by going back to the Main TOC Table of Tables for Appendix C Table 2 on page C-8. What good is that if the TOC doesn’t tell you the page that Appendix C starts on is page 352? Now that we number consecutively Appendix C is listed in the TOC as begining on page C-352. Problem solved! It is also MUCH easier to prepare a TOC in Word this way.
THANK YOU!
I’m glad you’ve found value in a comment from six years ago!
Hi Ken,
My agreement has page number 6 for Exhibit A, followed by several pages of the exhibit (which is a document with it’s own separate numbering), and then page number 7 for Exhibit B.
Is that ok, or might the other party later remove those pages of the exhibit (and re-staple it) and successfully claim that I had failed to include the exhibit (i.e., claim I later added it to my original of the agreement) and that the agreement is therefore invalid?
I have already executed the agreement, but if it matters I’m sure the other party would be willing to put an “X” across off the page numbers for 6 and 7 if that would be better for enforceability. What do you think I should do?
Thanks!