What in Contract Drafting Is a Matter of “Style”?

Among other observations in this thoughtful comment, a reader suggested that some of my comments on the Google–Motorola merger agreement could be attributed to “stylistic matters.” He pointed out as an example my objecting to using Section, with a capital S, in cross-references.

I responded as follows to that part of his comment:

I’m not inclined to tag certain drafting decisions as being “stylistic” and therefore immune from comment. If I understand correctly, you give as an example using a capital S in “Section” for purposes of cross-references. But that’s just one example of overuse of initial capitals; cumulatively, it’s distracting. There’s no good reason not to follow an established set of guidelines, namely those in The Chicago Manual of Style.

The idea is that in the vast majority of cases, out of the alternative ways of approaching a given drafting issue, one will be clearer or more efficient. By contrast, the notion of “style” suggests a choice that has no bearing on clarity or meaning. There’s very little scope for that sort of choice in contract drafting.

After responding to that reader, I asked on Twitter for suggestions regarding “stylistic” choices in contract drafting. Longtime reader @JFBrashear suggested a good one—whether to use “the Contractor” or “the Vendor” as the defined term for a party name. The same goes for choosing between “the Buyer” or “the Purchaser”.

Another “stylistic” choice might be whether you put the signature blocks one on top of the other on the right or on the left or whether you put them side-by-side.

I haven’t racked my brain, but those are the only two I’ve come up with so far. Can you suggest any other “stylistic” choices?

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.