Using “So” in the Lead-In?

Yesterday I saw this tweet:

Hardly a shocking proposition, but it brought to mind the one place in a contract that features therefore, the lead-in:

The parties therefore agree as follows:

So why not use so instead:

So the parties agree as follows:

I said as much on Twitter. That attracted the attention of notorious troll and denizen of the Darknet, @IPDraughts:

But the lead-in comes after recitals that state, in straightforward narrative prose, anything that the reader would benefit from knowing before leaping into the body of the contract. As such, a therefore or so simply greases the skids of narrative.

As regards the choice between therefore and so, I’m of two minds. On the one hand, I don’t use therefore much in my regular prose, so why cling to it for contracts? On the other hand, contract prose is limited and stylized, so there’s no point in pretending that it’s like everyday English. For example, I don’t use contractions in a contract (see this post). Is so too casual for contracts? That seems unlikely. I suspect that resistance to so, on anyone’s part, would be a function of resistance to change.

Mind you, change for the sake of change isn’t great either. It might be that the benefit of changing from therefore to so isn’t worth the disruption.

I’ll ponder, but I suspect that this is the sort of change that, once you think of it, acquires an air of inevitability. What do you think?

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 “Using “So” in the Lead-In?”

  1. Neither word is needed. Prose becomes crisper without linking words. Therefore sounds wrong, after years of school maths. And what is a denizen?

    • I’m not sure what a linking word is. If you’re ditching so, you might as well get rid of other pesky words. Like because. And but. I’m sure that will make your prose even crisper! Or perhaps charred.

      I like my carrots crisp. Not so sure about my prose.

  2. Following recitals and preceding language of agreement, “therefore” and “so” both mean “for those reasons,” and refer to the recitals as if they were purpose recitals. But not all recitals are purpose recitals — there are also context recitals and simultaneous transaction recitals. So purpose language like ‘so’ and ‘therefore’ is, on close analysis, too narrow.

    What’s better? ‘Nothing’ is one candidate. That leaves open the question, ‘Why are there all those words between the introductory clause and the lead-in?’

    Another candidate is something like ‘With the foregoing as background, the parties agree as follows’. This explains why the recitals exist (background) and is broad enough to cover the three types of recital.

    My opinion is that any of the four possibilities will do, but that Ken can’t be so laid back, since the mission of MSCD is to sift candidates and make recommendations for uniform use of the best ones.

    Forced to opine which is the best choice, I would pick ‘therefore’, because it soothingly echoes the traditional ‘wherefore’, is a touch more formal than ‘so’ (though less concise), and its failure to embrace non-purpose recitals is de minimis.

  3. “So” is so not happening in my contracts (except in some circumstances after–but never before– “to do”). It sounds like my children speaking to their friends.


Leave a Comment

This site uses Akismet to reduce spam. Learn how your comment data is processed.