More Throat-Clearing Madness!

The pandemic has aggravated my tendency to lurk on EDGAR, the U.S. Securities and Exchange Commission’s database where public companies file their “material” contracts. Now I dream up the weirdest things I can think of, then I look for them on EDGAR.

“Throat-clearing” is when a redundant verb structure is tacked on to the front of a provision. Who can forget this post from last year, when I found examples of “double throat-clearing”—one redundant verb structure leading to another redundant verb structure leading to the real verb structure. For example, agrees that it undertakes that it shall.

That brings us to the image at the top of this post. It involves a single throat-clearing verb structure, but that verb structure consists of a string of five verbs! Each of them is redundant, because this sentence should begin as follows: LWE shall source and arrange for delivery of all corn needed to supply the Plant.

Amusing myself by collecting such contract-drafting sideshow freaks has a legitimate side to it. (Or so I tell myself.) One way to shine a light on conventional but ludicrous drafting usages is to show the extremes to which they go.

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.