Corporate & Securities Law

Pointless Use of Quotation Marks

By Ken Adams

You sometimes see quotation marks used to offset attachment enumeration, as in these two examples from EDGAR:

“Excluded Property” shall mean those items of personal property either owned by Executive or to which Executive has exclusive rights and listed on Schedule “1,” entitled “Excluded Property,” which is attached hereto and made a part hereof.

The Stock Option may be exercised, in whole or in part, at any time or from time to time during the balance of the term of the Stock Option pursuant to the vesting schedule set forth in Exhibit “A”, subject to Paragraphs 7 and 12 hereof.

Whenever I encounter this use of quotation marks, I’m tempted to submit the provision in question to the blog Unnecessary Quotes. It’s utterly pointless.

Yesterday someone asked me whether, in a provision analogous to the above examples, I’d put the comma before or after the closing quotation marks. (The above examples take different sides on this gripping issue.)

In American English usage, it’s standard to put the comma before the closing quotation marks. But if you’re aiming for extreme precision, you might want to put the punctuation outside the quotation marks. Consider the following sentence: Paint one of the following on each sign: “Red,” “Blue,” and “Green.” A literal-minded sign painter would include the punctuation on the signs. But it’s rare that I encounter this issue, and I can’t recall having encountered it in a contract.

So my response to yesterday’s inquiry was (1) I can’t see why one wouldn’t follow standard AmE practice in this context and put the comma before the closing quotation marks and (2) more to the point, why the heck would you use quotation marks in this context?

Full post as published by AdamsDrafting on May 24, 2010 (boomark / email).