Which Come First, Schedules or Exhibits?

When you assemble the components of a contract that refers to schedules and exhibits, which should come first after the main part of the contract? The schedules or the exhibits?

Thanks to a reader inquiry, I’ve now considered that gripping question for the first time. I recommend you put the schedules first: Schedules consist of materials that could be in the main part of the contract but for one or more of various possible reasons are instead moved to the back. (See MSCD 4.60.) By contrast, an exhibit is a stand-alone document—either a document that’s currently in effect, such as the certificate of incorporation of Target Co., or the form of a document that’s to be effective sometime after signing. (See MSCD 4.57.) That being the case, it seems a bit illogical to interpose the exhibits between the main part of the contract and information in the schedules, seeing as they in effect constitute two parts of a single text.

In fifteen minutes of browsing on EDGAR I saw no consistency on this issue. (I also noticed that it’s commonplace for tables of contents to make no mention of exhibits and schedules; I recommend you include any schedules and exhibits in your tables of contents.)

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.