Everything You Wanted to Know About Enumerating Attachments

Attachment-enumeration nerds—wait, does such a creature exist?—this is for you. It’s the result of my revisiting this subject after being prodded by a reader. If you have any quibbles, I’d be delighted to hear them.

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Enumerating attachments serves two functions. First, the number or letter used in referring to a particular attachment tells readers where they can expect to find it among the schedules or exhibits.

Enumerating attachments can also serve to tell readers where in the body of the contract they could find at least one reference to that attachment. That could be useful for a reader who goes to an attachment and wants to return to the related provision but doesn’t recall the section number.

When a contract is divided into articles and so uses the multiple-numeration system for section numbers, you can have attachment enumeration serve both functions by using for each schedule and exhibit the number of the section that refers to it. If more than one section refers to a particular schedule or exhibit, use the number of the section with the primary reference.

Even if a contract isn’t divided into articles and so doesn’t use the multiple-numeration system, you could still enumerate schedules and exhibits using section numbers. But that could result in reader miscues: A reader who consults a schedule and notes that it’s schedule 10 wouldn’t be able to tell whether the schedules were keyed to section numbers or simply numbered consecutively. Figuring the system out might require flipping through the contract. Furthermore, someone who encounters in the body of the contract a reference to schedule 10 wouldn’t be able to tell from that alone whether it comes after schedule 9 or might come after a schedule bearing some lower, nonconsecutive number.

This confusion would also occur if in a contract not divided into articles you were to enumerate schedules and exhibits with consecutive numbers. Using consecutive letters (A, B, C) instead would prevent miscues of this sort.

There are other advantages and disadvantages to the different systems of enumerating attachments. If you use section numbers, you wouldn’t have to renumber attachments if a new attachment is inserted for a given section. But if a new section is inserted, that would change the section number used for each attachment that follows (in a contract not divided into articles) or each attachment that follows in that article (in a contract divided into articles). On the other hand, if you use consecutively numbered attachments, adding a new attachment would require renumbering those that follow. But attachments are usually compiled after the contract has been finalized, so these considerations shouldn’t weigh heavily. Also, using section numbers for attachments means you wouldn’t know from looking at a list of attachments whether one was missing. But that too wouldn’t seem a compelling factor.

In contracts divided into articles you could use a hybrid system for enumerating attachments, with schedules using section numbers and exhibits using consecutive letters. A hybrid system would have the advantage of preventing confusion between, say, schedule 3.2 and exhibit 3.2. As it is, one doesn’t often see exhibits keyed to multiple-numeration section numbers. You could also use a hybrid system for enumerating attachments in contracts not divided into articles, with schedules using consecutive numbers and exhibits using consecutive letters. That would prevent confusion between, say, attachment 1 and exhibit 1, if that’s a concern.

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.