Translator Elizabeth Adams posted in the LinkedIn group A Manual of Style for Contract Drafting (here) the image below.
I had seen that image previously, in the context of discussion of whether buying a bag of grapes medical marijuana makes you party to a contract.
Yeah, that’s interesting, but Elizabeth pointed out something waaaaay more interesting: What’s with the bizarro quotation marks around but not limited to!
Those, friends, are unnecessary quotation marks. A few years ago unnecessary quotation marks were a thing; this blog was devoted to them. I’ve never before seen, and I’m confident you will never see anywhere else, unnecessary quotation marks in contract language.
Excuse me, I mean “contract” language. Those quotes I just used? They’re not unnecessary quotation marks. Instead, they’re scare quotes. As in, “That grape bag’s a contract?” *rolls eyes*
Any by the way, until something better comes along, doing the but not limited to thing on a freakin bag of grapes is a nice example of legalistic overkill. To see why I’ve long done without but not limited to and without limitation when I use including or includes, see this article I wrote with Vice Chancellor Laster of the Delaware Court of Chancery.
I’d treat the quotes on the bag as an extension of the greengrocer’s apostrophe, as in “tangerine’s 99¢/pound.”
I regularly see inverted commas used for emphasis at the greengrocer’s and in similar contexts: ‘Cash only — “NO” exceptions’.
The name ‘scare quotes’ seems to have beaten out ‘arms-length quotes’, but I think the latter name is better.
I’ve mostly banned ‘including’ from my drafting. Instead of ‘animals including lions, tigers, and bears’, I would say ‘lions, tigers, bears, and other similar and dissimilar animals’ (when that’s what I mean).
I also maintain that ‘not excluding’ (1) does the job that most drafters intend by using ‘including’ and its myriad variations, and (2) avoids the risks of exhaustion and similarity (similarity = ejusdem generis and noscitur a sociis).
Another solution is to have an interpretive rule for ‘including’ along these lines: ‘In this contract, the term *including* does not imply that one or more items after it form a complete list, nor that unlisted items, if any, resemble the listed ones’.
call me when you’ve figured out how to get your business team to use standard rules of capitalization.
This is something that comes up when translating Japanese contracts into English. Japanese quotation marks (「」) are often used in a similar way to italics or otherwise to indicate a defined term. Either way, they should usually be removed from the target text.