Two Issues Relating to Article Enumeration

It’s been a while since I’ve had occasion to write about layout. Here are two issues relating to enumeration in articles. Be still my beating heart.

Article Zero?

First, last week I gave an in-house seminar at the Beijing unit of an international consortium. As usual, my PowerPoint seminar contained examples drawn from the host’s template contracts, but at the start of the seminar someone emailed me another of the host’s templates, and late that morning I opened it, put it on the screen, and discussed with the participants the usages on display. One of the participants pointed out that the definition section, which was at the beginning of the body of the contract (sigh), was designated article zero. Article zero! I can’t think of a good reason for doing that, but somehow it seems badass.

But apparently, article zero is a thing. At least, it exists on the SEC’s EDGAR system. Most instances appear to be due to glitchy automatic cross-referencing. But here’s one real example:

Article 0 General Principles of Agreement

WEG intends to work with NPS in order to produce and market a 3.3 MW wind turbine on the terms and conditions of this Agreement.

Here’s a second:


CMCC and Licensee hereby agree that, as of the Effective Date, the Original Agreement is hereby amended and restated in its entirety as set forth in this Agreement, and the Original Agreement shall be of no further force or effect from and after the Effective Date, provided that …

And here’s a third, one that matches the example I saw in Beijing:


0.1 Definitions.

For purposes hereof, the following terms shall have the following meanings, all from time to time:

When You Have Only One Paragraph in an Article

And second, on page five of this 2014 post on Lawyerist by Barron Henley entitled “Five Microsoft Word Rules You Must Follow,” he offers the following as one of the “big rules” of outline paragraph numbering and formatting:

Lawyerist Extract

I would strive mightily to avoid having just one section in a given article. But if an article were to contain only one section, I, unlike Barron, would give that section a section number. Why? Because I want consistency—wherever a section is located in a contract, it gets a section number, and I can cross-refer to that section by using its section number. In other words, I treat an article purely as a repository of one or more sections. What do you think? Does this make me an outlaw?

Thus endeth the layout excitement.


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.

11 thoughts on “Two Issues Relating to Article Enumeration”

  1. One reason to assign a section number to a single section in an article is if the contract is likely to receive an amendment in the future. Assigning a number to the section can make amendment less clunky.

    If a new section is going to be added under an article and the only existing section is numbered, then it’s mostly just a matter of saying that e.g. “the following paragraph is inserted as section 4.02” (not factoring in changes needed elsewhere to reflect the insertion).

    However, if you’re adding a section and the only existing section is not numbered, you first need to assign it a number, then add the new section, then if there are cross-references to the article that are only appropriate for the first section, amend all of the cross references as well.

  2. I would strive mightily to avoid the horrible layout of the above example, with its fussy tab spacings and over-lengthy paragraphs. But that’s not what you are asking.

    I agree with your numbering comments.

    • Yes, it’s inefficient, with the Roman numerals, the redundant zero in the section numbers, the block of text that’s too long, the underlining, the bolding …

      But I use first-line indenting for sections, not because of atrophy of my aesthetic sensibilities but because after weighing at length the pros and cons, I’ve decided that that’s the least illogical approach.

      Meanwhile, I invite you to admire the extra instances of “article zero.” There’s no end of variety to be found in contract drafting.

  3. Computer people routinely number many things starting with zero; if memory serves, that’s a longstanding convention, derived from the implementation of the FOR and WHILE loops in programming languages.

    • Yes. This is a good point and my thinking as well. In computer science, the starting from zero thing stems from its reliance on the binary system, where the lowest number is zero. This is why you see the first number in loops (as you mention) as well as in many other places.

  4. “the definition section, which was at the beginning of the body of the contract (sigh),”

    Could you elaborate on this? Why the sigh?

    • I was being deliberately provocative! I don’t think this is something I’ve discussed on the blog. I explain at some length in MSCD that putting the definition section at the front of the body of the contract is contrary to the notion that you put at the front that which is most important, followed by progressively less important stuff.

      I put “on site”—close to the provisions that use them—those defined terms that don’t have an obvious meaning. I put in the definition section those defined terms with a meaning that is entirely or largely clear. Because that results in a definition section that contains definitions that the reader is already familiar with, there really is no point to putting it at the front of the body of the contract. Instead, I put it toward the back—at the beginning of the “miscellaneous” provisions.

  5. Ken:

    I’ve used article 0 when the other side has included a lengthy background section without enumerating it, and then I wanted to cross-reference it and didn’t want to renumber everything else. Plus giving it an article number of zero said what I actually thought about their background section.

    On sections being the only section of an article, that is a problem with your enumeration and layout method. In mine, you put enumeration and the title on its own line, followed by the text of the provision in a left-justified paragraph. Then you don’t have the silly worry. No one would put an extra section number and title in between the article and its only text.

    [I hope to convince you someday.]



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