Hey, I have a great idea! I’m going to express in sequence several sentences with the same subject and verb. So I’m going to save some words by stating the subject and verb (for example, Acme shall) as introductory text and stating the remainder of each sentence as one of a series of integrated or tabulated enumerated clauses. For example, in the case of tabulated enumerated clauses, Acme shall would be followed by a colon and the first tabulated enumerated clause, … (1) promptly notify the Customer of a Security Incident; ….
Well, maybe it’s not so great. It might work if the sentences in question are short and simple. But in commercial contracts, limiting a given section to a particular category of contract language is unduly constraining. How a given issue is handled usually involves more than just one party performing obligations, so such sections often end up being more mixed than advertised, sometimes to the point of being cumbersome.
And with each enumerated clause, the reader has to do a little extra work—supply the missing subject and verb. This approach doesn’t save many words to offset those drawbacks. So I don’t recommend separating the subject and verb from the rest of the sentence.
Don’t make a not-great idea worse by using as a section heading a subject and verb (for example, Acme Agrees To), with the section consisting of a series of integrated or tabulated enumerated clauses, each of which when read with the heading constitutes an entire sentence. In addition to being subject to the drawbacks of separating the subject and verb from the rest of the sentence and the drawbacks of limiting a section to a single category of contract language, such headings save only however many words would be in a conventional heading, would be inconsistent with the other headings in the contract, and are unorthodox.
Ken:
I think the key thing is whether there’s sufficient parallelism between the enumerated items. That’s hard to make into an easily applied rule. But if you have five enumerated clauses that all express a physical action that is core to the party’s performance that similarly deal with time, I think is probably going to be Ok. It is easy to understand because it it like a check list.
But if you mix the substantive types of things in the list, it quickly gets weird. For example, if you include obligations to sell the widgets, to promptly deliver the widgets, and to defend and indemnify the buyer from third party claims blah blah blah, the third item is way out of place.
Also, if you are mixing categories of language, you end up with an introductory part that is just the party’s name. That’s usually dumb.
Chris
Thanks. I’ll cheerfully coopt those nuances!