Getting Right the Temporal Aspect of Adjective Clauses

Consider the following, which relates to the consequences of Acme’s cancelling a purchase of equipment:

Acme shall reimburse the Vendor for reasonable expenses that the Vendor incurs in connection with manufacture of the Units being cancelled.

Hmm. Does that mean Acme has to reimburse only expenses incurred after cancellation? Arguably.

Now consider this:

Acme shall reimburse the Vendor for reasonable expenses that the Vendor has incurred in connection with manufacture of the Units being cancelled.

Hmm. Does that mean Acme has to reimburse only expenses incurred before cancellation? Sounds like it.

So I’m inclined to go with the following:

Acme shall reimburse the Vendor for reasonable expenses that the Vendor incurs before and after cancellation in connection with manufacture of the Units being cancelled.

 

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.