I can think of five issues relating to how you state amounts of money in a contract.
Words and Numerals
Drafters will often do the words-and-numerals thing when stating amounts of money: Acme shall pay Widgetco One Million Dollars ($1,000,000). The idea is that whereas numerals are easier to read than words, they’re more prone to typographic errors; adding words provides a safety net, as courts generally hold that if there’s a discrepancy between words and numerals, the words govern.
But stating numbers in words and numerals distracts the reader and represents another possible source of inconsistency, yet adds little or nothing of value in return. If your proofreading isn’t up to making sure that when you say 12 you really mean 12, the words-and-numerals system isn’t going to save you.
Generally, I recommend that you use words for numbers up to ten and numerals thereafter. (MSCD 10.4 mentions some obvious exceptions.) The Chicago Manual of Style 9.23 recommends that you use for stating amounts of money the same approach you use for numbers generally. But for purposes of contracts, I recommend that you state all amounts of money using only numerals. In a commercial context, it would be very odd to use words for nine dollars but numerals for $12.
If you’re dealing with a big number in a sensitive context—if, for example, you’re stating in a promissory note the principal amount of the loan—and using both words and numerals makes you feel more secure, then go ahead. Indulging in words-and-numerals every so often won’t hurt anyone.
The Chicago Manual of Style 9.24 says that when stating amounts of money you should use zeros after a decimal point only when fractional amounts appear in the same context. In other words, say $2 rather than $2.00, unless the provision in question also refers to $3.78 and $12.93. I suspect that most U.S. drafters would use $2.00 whatever the context, but I’m with CMOS on this.
If you’re stating less than a whole unit of currency, put a zero before the decimal point, as in $0.32.
Very Large Amounts
It’s commonplace for drafters to use a mixture of words and numerals to express large amounts of money: $4.4 billion; $3 million. This approach can make make amounts of money easier to read, particularly if a given provision includes several large amounts. But don’t switch to a mxiture of words and numerals if other numbers in the same context use all numerals. And don’t go beyond one decimal point to express fractional amounts.
Any reference to an amount of money would have to specify the currency. You can accomplish that by using a currency sign or by using the three-letter currency code specified for that currency in ISO 4217, the list established by the International Standards Organization. For example, the currency sign for the Euro is €; the currency code is EUR. And the currency sign for the Norwegian Kroner is Kr; the currency code is NOK. Which choice is preferable is a function of custom.
Some currency signs are shared by many currencies, and you can make it clear which currency you’re referring to by supplementing the currency sign. For example, the dollar sign ($) is used for currencies in many countries other than the U.S., principally those using currencies denominated in dollars (including Australia, Brunei, and Canada) or pesos (including Argentina, Chile, and Mexico). If a contract between parties from different countries refers to a currency that uses the dollar sign, using a currency code or a suitably modified currency sign, such as A$ for Australian dollars and Mex$ for Mexican pesos, would make it clear which currency is being referred to.
In many countries, especially those in the English-speaking world, the practice is to place the currency sign before the amount. In other countries, it’s placed after the amount. I’d be inclined to always put it before, whatever the currency.
Always put a space between the currency code and the numeral: EUR 2,400,000. If a currency sign consists of one or more letters, put a space between the currency sign and the numeral: SFr. 334,583. But if the currency sign consists of a symbol, don’t use a space, even if you add one or more letters in front of the symbol: C$655,000.
Provision Specifying Drafting Conventions
An alternative way to make it clear what currency is being referred to is to use a provision specifying drafting conventions, such as A$ means Australian dollars. This is one of the few such provisions that does something other than state the obvious.
You could conceivably use such a provision as an excuse not to modify a multi-currency sign. You could, for example, in a given contract use a simple dollar sign in referring to Australian dollars and say $ means Australian dollars. But it would be best to add the extra letter every time you state an amount of money in that contract, as that by itself should be enough to inform most readers what currency is being referred to.
10 thoughts on “Stating Amounts of Money”
I agree with you on almost everything and try to generally follow these rules in my own drafting. One exception is that in a promissory note I still consistently use both words and numerals when stating the principal amount of the note.
When you use both words and numerals to write a check to your local grocery store, it somehow seems inappropriate to draft a note for millions of dollars and NOT write out the amount of the principal. Logical? I don’t know, but I suspect that will be my style for a long time to come.
David: Hey, I gave a nod to words-and-numerals in promissory notes!
But bear in mind that writing a check is very different from entering into a contract: it’s something you do routinely, and on your own. So I don’t think a usage that’s appropriate for one has much relevance for the other.
My severance agreement with my current employer has a gratuity amount of R2,634,8766.00 (South African Rand). I accepted the R26.34 million, but what if the employer turns around and says it was meant to be R2.63 million or some other number? My guess is that the numeral is more significant than the decimal?
There’s a good reason for writing words and numerals in a check, but that reason doesn’t carry over to promissory notes.
With a handwritten check, it is often easy for a dishonest payee to insert a “1” in front of the amount that is expressed in numerals. Once the check is cashed, it may be hard to get the money back. Failing to use words for the dollar amount in this circumstance may expose the maker to a defense of maker negligence when the maker seeks to charge the unauthorized increase back to the bank.
With a promissory note (at least those prepared by lawyers), the note will typically be typed or printed via laser printer, and the $ symbol will usually precede the dollar amount without a space. It’s much harder to insert a “1” in front of the dollar amount and not have it look like an obvious alteration.
But even if it were quite feasible to insert that “1” (because the draftsman made the mistake of leaving a space between the $ symbol and the dollar amount and the fraudster can match the font of the original document), the holder of the note can’t automatically deduct funds from the maker’s account. If the holder presents a note whose face amount has been altered, the maker will balk at paying.
Most promissory notes are tied to a transaction of some sort (a loan of money, a sale of goods or real property, etc.), and the underlying transaction will usually have sufficient documentation to make it clear whether the original note was for $10,000 or $110,000. An altered note is payable, if at all, only in accordance with its original terms.
The custom of always using words and numerals for dollar amounts originated long ago, in the era when legal instruments were handwritten by professional scriveners, and my guess is that the reason for this custom was, at least in part, to prevent easy alteration of the dollar amount.
I use both words and numbers in my contracts purely from a clarity point of view.
It’s especially useful when dealing with European countries when the comma and decimal point are swapped over, e.g. one thousand four hundred and twenty euro and 25 cent are written down as €1,420.25 by the Brits and Americans but written down as €1.420,25 by the rest of Europe – not impossible to work out of course, but writing it in words as well just keeps it clear for those not familiar with this.
On an aside, I’ve seen contracts where someone has changed the words or numbers, but not the other one, e.g. “five (10) days”, so which takes precedence? I would guess that the contra proferentem rule would operate – any thoughts?
My experience is that when words and numbers disagree, there was a last minute change to the numbers, which are easier to spot when scanning.
The mixture of words was the best idea in this domain ;) It's really easier to expres large amounts of money.
How would you draft the amount for International contracts? If I put dollars, it could be Canadian, American, Australian, etc. So should I put USD$4000.25 (four thousand US dollars 25/100) or US$4000.25 (four thousand dollars 25/100 currency of the United States of America)?
It’s discussed in detail in my book, but you could use a currency symbol (US$) or currency code (USD). Use just digits, not words and digits.