Corporate & Securities Law

Contractions? In a Contract?

By Ken Adams

One sure route to a stiff, starchy prose style is not to use contractions. They’re suitable in all but the most formal kinds of writing, and they help you achieve a more natural, conversational rhythm.

For some reason that I’ve since repressed, I didn’t use contractions in MSCD. So for the second edition, I’m now adding them in wherever I think appropriate. Here’s a representative example of what that amounts to:

If you need to create a defined term for a definition that is that?s unique to a particular transaction, use a term that is that?s concise yet informative. Sometimes you will not won?t be able to avoid creating a defined term that is that?s a little long-winded, such as the PLM/Whitman Excluded Asset Proceeds.

I hope you agree that the effect is salutary.

But the reason for this post is that retrofitting contractions into my prose reminded me how last year, at a conference, I heard an expert on legal writing recommend that one use contractions in contracts.

Now I’m all for contractions in insurance policies or car rental agreements. But business contracts? I think not. Contract prose is like computer code?it’s devoid of tone or life, unless it’s poorly done, in which case can be redolent of pomposity. So the idea of using contractions in business contracts to achieve a natural, conversational rhythm seems bizarre.

Any thoughts?

Full post as published by AdamsDrafting on January 15, 2008 (boomark / email).