Corporate & Securities Law

More on Using Words and Numerals to Express Numbers

By Ken Adams

Most drafters use words and numerals to express numbers?as in no later than thirty (30) days after Acme delivers a Termination Notice.

Numerals are easier to read than words but are more prone to typographic errors, so using both affords the immediacy of numerals while providing insurance against a transposed decimal point or an extra or missing digit. Courts are apt to apply the rule of construction that in the event of conflit, the words govern.

In chapter 13 of MSCD, I nevertheless recommend that you shun this practice. For one thing, it makes prose harder to read. And it’s also faintly ludicrous to use it for every number in a contract?it would be alarming if the proofreading required to ensure that 30 didn’t somehow turn into 3 or 300 were beyond the capabilities of those involved in drafting a given contract. I recommend instead that you use words for whole numbers up to ten and use numerals for 11 onwards, with some obvious exceptions. (But go ahead and use words and numerals for big numbers if you feel the need for a security blanket.)

But I would have done well to include in MSCD some additional arguments against the words-and-numerals approach. Here they are:

• When drafters change numbers in a draft that uses the words-and-numerals approach, they sometimes inadvertently change only the numbers. If in resolving the resulting inconsistency a court were to hold that the words govern, that would serve to nullifying the change.
• Another annoyance is that using words and numerals interferes with using a hyphen when a number is part of a phrasal adjective. Normally you’d say successive five-year periods. If you do the words-and-numerals thing, retaining the hyphen would look decidedly odd: successive five (5)-year periods. The better choice would be to dispense with the hyphen?successive five (5) year periods?but that would still be less than idea.
• And a participant at my recent West Legalworks seminar in New York pointed out that when the words-and-numerals approach is used in a block of text that includes integrated enumerated clauses, that can result in a reader miscue, with the reader mistakenly thinking, if only for a moment, that the number in parentheses serves to enumerate an enumerated clause.

I’ve also heard arguments in favor of the words-and-numerals approach. One is that it makes numbers easier to spot, but I’m not sure why a reader would benefit from being able to spot numbers more quickly than other provisions. Another argument is that in a multi-generation copy or fax of a contract, using the words-and-numerals approach makes it easier to make out what a given number is. I can’t say I find that a compelling argument.

Full post as published by AdamsDrafting on November 23, 2008 (boomark / email).