Yesterday a reader sent me an extract from a contract, with the following note:
I just received a sublease draft from my outside counsel. He was incorporating the default provisions from the Master Lease. It is nice to have a concrete example of how it provides two opportunities to get the number wrong! I figured out what he was trying to do. He was trying to shorten the cure periods in the sublease, so that the sublandlord would have time to meet its cure periods under the lease. But he obviously wasn’t very careful!
Here’s the language in question, with two instances of words-and-digits inconsistency in bold italics:
6. Default; Termination. Section 21 under the Master Lease shall control whether or not a default or breach has occurred under this Sublease, which includes but is not limited to the following:
(A) Failure to pay rent or any other amount due under this Sublease within ten (5) days after receipt by Subtenant of notice that Landlord has not received the rent hereunder and/or notice from Landlord that either Timken and/or Sublandlord has breached its obligations under the Master Lease and/or this Sublease;
(B) Failure to perform any other duty or obligation imposed by this Sublease or Master Lease and the default continues for a period of twenty (30) days after receipt of written notice from Landlord specifying such breach;
It’s not news that stating numbers using both words and digits creates problems: I’ve written about that in MSCD and here. But the words-and-digits approach is so ingrained that occasional reminders are in order.