Courts Are Citing MSCD

Last week I mentioned in this post that the Delaware Supreme Court had cited A Manual of Style for Contract Drafting. Well, yesterday I noticed that in an opinion issued this week (here) the Eighth Circuit Court of Appeals had cited it too, the issue in this case being where to place the defined-term parenthetical when you create an integrated definition. (The citation is at the bottom of the third page.)

I’m not suggesting that anyone should get too excited about this, but I’m taking it as a sign that courts are starting to recognize that when it comes to contract usages, MSCD is worth consulting.

But any court that does consult it might want to bear in mind that drafting recommendations can’t always be used to decipher contract language that’s unclear: if a drafter doesn’t use the recommended way of expressing a given meaning, that doesn’t necessarily mean that the drafter didn’t intend to express that meaning. That’s why it’s generally easier for me, as an expert witness in contract disputes, to establish ambiguity rather than clear up ambiguity.

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.