It Doesn’t Make Sense to Impose an Obligation to Comply with an Obligation

Check out the highlighted sentences:

Section 12.1 says how Myovant is required to pay invoices. Section 11.2 says Myovant is required to pay a given invoice in accordance with 12.1. In other words, section 11.2 imposes an obligation to comply with an obligation.

If it were somehow unclear whether section 12.1 applies to section 11.2, it would be prudent to make the connection clear. Or if the two sections were in different parts of the contract, it might be appropriate to remind the reader of the connection. But imposing an obligation to comply with an obligation never makes sense. Instead, say that section 12.1 applies to section 11.2.

In this case, it would be redundant to say that section 12.1 applies to section 11.2, given that the connection is clear and given how close the two sections are to each other.

Do you see enough of this sort of thing for me to take a closer look at it? Can you give me any examples? It could occur with other categories of contract language too.

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.