A couple of months ago, reader Kent asked me what I thought about using parentheses in contracts. Here, belatedly, is my answer:
In regular prose, parentheses (namely round brackets, like those enclosing these words) are used to offset text that constitutes an explanation or aside. The limited and stylized prose of contracts is generally not the place for explanations and asides, so drafters should have little call to use parentheses to serve that function. That said, parentheses represent one way to eliminate one kind of syntactic ambiguity (see MSCD 8.128) and are unobjectionable when used, for example, in enumerating blocks of text and to create a defined term after an integrated definition.
2 thoughts on “Using Parentheses in Contracts”
I find it preferable to group all definitions at the beginning of a contract or, if they apply only to a particular section, at the beginning of that section. This obviates the need for parentheses in the main body of the contract and makes it much easier for the reader to find applicable definitions.
Philip: I have a different approach. You might want to have a look at the chapter on defined terms in MSCD. Ken