Corporate & Securities Law

Including Headings in Cross-References

By Ken Adams

Here’s a paragraph from the manuscript for MSCD2. It’s so fresh that steam is still rising from the words:

An internal cross-reference that consists of only a number gives the reader no indication of what?s addressed in the specified provision. That?s why in some contracts each cross-reference includes the heading of the article or section in question, as in article 12 (Indemnification). (If the cross-reference is to a subsection or enumerated clause, it?s appropriate to use the heading of the section of which it forms a part.) This usage not only gives the reader a better idea of the significance of the cross-reference, it also makes it more likely that an inaccurate cross-reference would be caught. It should perhaps be used more often than it is, particularly in longer contracts and contracts that businesspeople work with routinely.

Reader Mike Wokasch suggested that I write about this; I hadn’t given it much thought previously. What’s your experience with this usage? Can you suggest any way that I might improve this analysis?

Full post as published by AdamsDrafting on January 08, 2008 (boomark / email).