Corporate & Securities Law

More Words Not to Include in a Contract? ?Therefore? and Its Relatives

By Ken Adams

In this November 2006 post I wrote about words that are fine in narrative writing but would be out of place in a contract.

Well, I’ve thought of some more?therefore and related words such as thus, hence, and consequently. Here’s an example I just spotted:

The term of this agreement will end three years following the date on which notice of non-renewal or termination of this agreement is given by either the Company or the Executive to the other. Thus, this agreement shall be renewable automatically on a daily basis so that the outstanding Term is always three years following any effective notice of non-renewal or of termination given by the Company or the Executive.

In this example, thus is serving the same same function as that turkey for the avoidance of doubt.

Other than in the recitals, in a contract you don’t reason or explain. You just state rules.

By the way, don’t conclude from this that I don’t like examples. I do, but I also like them to be introduced efficiently.

[4:00PM EDT Update: Since longtime reader D.C. Toedt took issue with this post, let me add one caveat. Occasionally explanation is in order. For example, I suggested in this post on the phrase time is of the essence that if you want to ensure that a particular deadline is enforced strictly, you might want to explain what’s particularly important about that deadline.

But as a general matter, an important phrase in this post is “Other than in the recitals.” The recitals is the obvious place to explain what the parties have in mind.]

Full post as published by AdamsDrafting on May 02, 2008 (boomark / email).