Deranged Definition-Section Enumeration

It’s worse than pointless to enumerate the elements in a definition section: it clutters up the works. The elements are in alphabetical order. That by itself is enough of an organizational framework.

Nevertheless, some people enumerate the elements in a definition section. The normal way would be to have the first element be, say, section 14.1 of article 14. But if you aren’t thinking straight, you might start with (a). That has the potential to take you down a road to heck, because after the first 26 elements, you shift to (aa). And after the first 52 elements, you shift to (aaa). You see where this is going.

In a moment of ennui, a few months ago I explored on EDGAR where this might lead, and I shared on Twitter the horrific results. I just took another look at this, and I now present to you the outer reaches of definition-section enumeration:

Yes, our winner is (cccccccccc). Anyone who thinks this is a good idea needs to take a long look at their life choices. (Putting numbers after letters in an alphabetical listing is also questionable, but we’re beyond that.)

And this enumeration means that the definition section has (26 × 9) + 3 elements, or 237 elements. A simple way to cut that down significantly would be to eliminate the cross-references and use instead an index of definitions. But that still leaves the contract with 237 defined terms—way too many.

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.