What in a Contract Requires Typographic Emphasis?

In a recent post I said that along with switching from Times New Roman I’d be abandoning underlining in favor of bold.

But here’s a related question: I’ve previously used underlining to emphasize section headings, each defined term when it’s being defined, and references to exhibits and schedules. (See MSCD 12.9.) Should I use bold in all those instances, or is there anything that I should stop emphasizing?

For one thing, a reader has suggested to me that using quotation marks around a defined term when it’s being defined (see MSCD 6.14, 6.23) by itself constitutes a form of emphasis, and that adding bold would be overkill

Also, up till now I’ve emphasized references to exhibits and schedules, the idea being that doing so makes it easier to keep track of attachments. Is that a usage worth retaining? (Incidentally, that emphasis is the only reason I use initial capitals in references to exhibits and schedules. Without emphasis, there would be no reason not to treat them like section references. See MSCD 13.33.)

Such are the gripping issues I’ll need to resolve as I work on MSCD2. I welcome your suggestions.

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.

6 thoughts on “What in a Contract Requires Typographic Emphasis?”

  1. I confess to using both underlining *and* bold to emphasize those three instances. I am going for overkill! (Most of the constituents reading the drafts during my negotiations are on the business side of the house and are unfamiliar/overwhelmed/frightened by the legalese. My overkill emphasis approach seems to provide points of focus to such readers and helps us navigate together through the document during conversations.) I am trying to remain open to downgrading a level though.

    1. You should continue to use bold in all those instances.
    2. I disagree with the notion that quotation marks and bold is overkill when a term is being defined. The quotation marks communicate the shorthand abbreviation, while the bold allows readers to locate quickly the point of definition. No bold would leave a reader searching in a flat sea of text for quotation marks. Bold is like … a breaking wave to the eye of the reader; the defined term crying, “Here! Here I am!”
    3. References to exhibits and schedules: What about emphasizing just the first instance of the reference? I would offer that attachments are different enough from internal references to justify being treated like a defined term. This would still allow one to keep up with the progression of attachments.

    Good luck!

  2. Madison: One observation: For the same reason that I don’t like adding a cross-reference to the definition the first time I use a defined term, I wouldn’t be in favor of bolding just the first reference. People generally don’t read contracts like they read a novel; instead, they go to whatever provisions are of immediate interest. Ken

  3. Generally speaking, I don’t use any emphasis for emphasis sake. Rather, I use the underlining of defined terms and section/exhibit references as a way to call my OWN attention to them so that when we’re moving, deleting, editing or otherwise changing sections, I can quickly find all of the various references I need to find.

    Yes, find/replace helps. But until I have a way to do that on a printed version of the document, I like having the section/term highlighting so that I quickly know whether a section is referring to something else.

  4. Why not just select a style guide and follow it?

    Lots of folks like the AP style guide, but it’s really intended for news copy.

    Many use the Chicago Manual.

    I tend to lean towards Words into Type, which says to use either quotes or italics for definitions . . . but it depends. If the definition is in-line, I’d use italics. If there’s a list of definitions (a glossary) I’d use bold.

  5. I definitely like some emphasis on the initial definition of terms (i.e., the one in parentheses and quotations) beyond just the punctuation. I frequently find myself scanning through printed copies of materials and when I have to refer back to the definition of a term it’s extremely helpful to find it quickly. My colleagues like it so much that the style around here (predates me) is bold and italics. Personally, I’d just use underline, but this style really does leap off the page and make it easier to find where the term is defined (albeit at the expense of aesthetics).

  6. I bold a defined term the first time it is used so I can easily find the definition (especially useful when there is no Definitions section). I also bold all references to other sections or exhibits/attachments. That way, when something is changed, I can easily find all references and update accordingly. Quotes are used to clearly delineate that a term is being defined and what the defined term is, so I do not see quotes and bold as overemphasis – they serve two different purposes. However, if there is a Definitions section or a glossary, then quotes are unnecessary.

    Underlining does not stand out as well as bold and since nobody uses typewriters anymore, I do not see the need for underlining. From what I remember of typography, bold is the replacement for underline in the computer age.


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