How Not to Use Enumerated Clauses

See the accompanying screenshot? It features unhelpful use of enumerated clauses.

MSCD recommends using enumerated clauses when you have introductory language followed by a series of parallel clauses and those parallel clauses are long enough, or there are enough of them, that the reader would appreciate having them enumerated, so it’s easier for the reader to distinguish where one clause ends and another begins. (Enumerated clauses can be integrated, with all the clauses contained in a single block of text, or they can be tabulated, with each clause constituting a separate indented block of text. In this case, we’re dealing with integrated clauses.)

Well, in the accompanying screenshot, the five enumerated clauses constitute the entire sentence! That’s unorthodox: it involves making one long sentence what should be separate sentences, then improvising a way to break them up. Instead, make them separate sentences. If you need greater separation than that, make them subsections.

This isn’t the first time I’ve seen this practice. It appears in the merger agreement I analyzed for my Corporate Counsel Now article Merger Agreements Are Poorly Drafted. But I don’t care how many times I see this practice—it’s a bad idea.

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 head of Adams Contracts, a division of LegalSifter that is developing highly customizable contract templates.

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