Consolidate Deal Points to Cut Down on the Number of Verb Structures

[Updated October 5, 2015: This post has been quarantined, and at some point I’ll quietly take it off life support. My revised version of the sample language got caught up in the issue discussed in this post: purchase is one thing, payment of the purchase price is another, so it doesn’t make sense to say that you buy something by paying the purchase price. Serves me right for pulling that sample language out of my left ear. I’ll keep my eye open for language that better illustrates the point I was trying to make. Thanks to y’all for setting me straight.]

Over the years I’ve found that in drafting mock contracts, many of the law students I’ve taught have been inclined to treat each issue in a separate sentence.

Consider the following:

On the Closing Date, Acme shall purchase the Assets from Widgetco for the Purchase Price. Acme shall pay the Purchase Price by wire transfer of immediately available funds to the bank account specified in attachment A. Acme will not be required to purchase the Assets unless Widgetco’s legal counsel has previously delivered to Acme a legal opinion in the form of attachment B.

Now consider this:

On the Closing Date, if Widgetco’s legal counsel has previously delivered to Acme a legal opinion in the form of attachment B, Acme shall purchase the Assets from Widgetco by wire transfer of immediately available funds to the bank account specified in attachment A.

In both versions, the scenario is kind of clunky, but I threw it together to make a point. The first version uses three sentences (73 words): language of obligation, language of obligation, and language of discretion plus a conditional clause. The second version uses one sentence (54 words): language of obligation plus a conditional clause.

So instead of addressing each deal point in a separate sentence, you can often consolidate them. I’m not sure there’s any way to systematize this notion, but a sure sign of wordiness is when you see the same verb structure—for example, Acme shall pay—in consecutive sentences.

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.