Stairway to Heaven

Once upon a more innocent time, when the subliminal messages of rock threatened the integrity of polite society, Robert Plant was obliged by his recording company to submit his lyrics to legal counsel for vetting before release of their latest album. This is what came back in the mail, with a note of costs. Only a curmudgeon would not call it a vast improvement:

Stairway to Heaven

There’s a lady who’s sure …

WHEREAS: There shall henceforth be designated a mature female generally accepted to be of good social position (hereinafter, the “Purchaser”) who, having taken reasonable steps to verify the accuracy thereof, is reasonably satisfied

... all that glitters is gold

that all (or substantially all) that glitters, glisters, sparkles, twinkles, glints, gleams or (as the case may be) shimmers, is refined gold assaying not less than .995 fineness, bearing a serial number and identifying stamp of a refiner approved and listed by a recognised exchange

And she’s buying a stairway …

Furthermore such Purchaser has entered into a valid agreement for the sale and purchase, dated on or about the date hereof (the “Sale and Purchase Agreement”), of a set of steps or stairs and their surrounding walls or structure (hereinafter the “Stairway”)

… to heaven.

to such place (hereinafter “Heaven”) as is: (i) generally regarded by persons having skill and expertise in appurtenant matters as the abode of one or more Gods or other celestial beings (including, without limitation, angels, saints, martyrs, cherubim, seraphim and such eternal souls of the righteous as may have from time to time been admitted therein) and (ii) traditionally depicted as being above (or equal to) the sky; PROVIDED ALWAYS THAT, for the avoidance of doubt, references herein to “Heaven” shall exclude: (a) each hell, underworld, abyss or inferno; (b) any limbo, purgatory, penury, dogbox or other generally recognised netherworld or state of transitional wretchedness between this world and the next; or (c) any other location which, in its ordinary course of business, suffers or permits the continued presence of devils, evil spirits, fallen angels, incubi, succubi and such immortal souls of the sinful or otherwise eternally undeserving as may have passed to the hereafter, in any such case, howsoever described.

And when she gets there she knows …

When the aforesaid Purchaser is afforded access to such Heaven such Purchaser shall be deemed to know (or, had it made diligent enquiries or otherwise held the matter in contemplation, ought reasonably to have known)

… if the stores are all closed ...

notwithstanding that: (i) it may not be a local business day; (ii) there shall have occurred and be continuing an event or events that disrupt or impair the ordinary conclusion of transactions of the kind reasonably sought by the Purchaser as are set out in Schedule 1 hereto, and/or (as the case may be); (iii) such vendors may not otherwise for the time being be open for business, irrespective of reason,

... with a word she can get what she came for.

upon notice (whether oral or in writing) the Purchaser may, at its option, require the immediate delivery of the said items as are specified in Schedule 1.

Ooh, ooh, and she’s buying a stairway to heaven.

Ooh, ooh, and such Purchaser is in the process of entering into a binding and enforceable Sale and Purchase Agreement for the acquisition of a Stairway to Heaven.

There’s a sign on the wall …

There is a unilateral disclaimer on such continuous vertical structure that encloses or divides an area of land as may from time to time be in contemplation,

… but she wants to be sure

but the Purchaser is entitled at its option to be satisfied, having taken reasonable steps to ascertain the same

’Cause you know sometimes words have two meanings.

and, as a result thereof, each Party will be deemed to have knowledge that, from time to time, the construction of certain words may not be entirely free from doubt.

In a tree by the brook ...

In a perennial plant typically having a single stem comprising wood or a wood-like material and bearing lateral branches at some distance from the ground (hereinafter a “Tree”) by such small stream as may from time to time be in contemplation

... there’s a songbird who sings

there shall be deemed to be a perching bird of a genus distinguished by having the muscles of the syrinx attached to the bronchial semi-rings, which such perching bird makes musical sounds with such muscles, especially those set to one or more recognised melodies or tunes

Sometimes all of our thoughts are misgiven.

From time to time all, or a substantial proportion of, each Party’s ideas, opinions and comparable cognitive processes of whatever kind produced or arising as a result of thinking and which occur, or give the appearance of occurring, spontaneously in the mind (hereinafter, “Thoughts”) contain doubt, apprehension, and/or foreboding (as the case may be).

Ooh, it makes me wonder

Ooh, each Party shall experience, or shall be procured to experience, an ordinary feeling of amazement and admiration caused by one or more beautiful, remarkable, or unfamiliar phenomena (hereinafter “Wonder”)

Ooh, it makes me wonder.

Ooh, each Party shall Wonder as aforesaid.

There’s a feeling I get when I look to the west ...

There is an emotional state, reaction or intuition to be encountered, undergone or experienced by a Party in the process of directing such Party’s gaze in or towards the point or points on the horizon where, on or about each equinox occurring (or being deemed to occur) in any calendar year, the sun sets PROVIDED THAT any such horizontal point shall be on the left-hand side of such Party assuming it is facing in, or substantially in, the direction in which a compass needle is generally accepted to point

... and my spirit is crying for leaving

Furthermore the non-physical part of such Party, being the seat of emotions and character, is emitting a loud inarticulate shout or scream expressing a material feeling or emotion in connection with the departure from one place or location of occupancy (“X”) to a place other than such original place or location of occupancy X (“Y”).

In my thoughts, I have seen …

In such Party’s Thoughts such Party has discerned or deduced, as the case may be, following internal reflection and/or the consideration of extraneous information, whether or not in the public domain,

… rings of smoke through the trees

one or more circular objects comprised predominantly of a visible suspension of carbon particles in air and emitted from a burning substance through, arising out of, or in connection with, one or more Trees,

And the voices of those who stand looking.

and such sounds as are produced through, by or an account of one or more larynxes, vocal cords or other coordinated constrictions of throat muscles however described or achieved, and uttered through the mouth, caused, or procured to be caused by one or more observer(s) to such aforesaid Trees (or, where the context permits, such circular objects).

Ooh, it makes me wonder

Ooh, each Party shall experience, or shall be procured to experience, an ordinary feeling of amazement and admiration caused by one or more beautiful, remarkable, or unfamiliar phenomena (hereinafter “Wonder”)

Ooh, it really makes me wonder.

Ooh, each Party shall, for the avoidance of doubt, really Wonder as aforesaid.

And it’s whispered that soon …

It is spoken softly, using only (or substantially only) the audible effects of exhalation rather than the operation of the larynx (especially when undertaken for the purposes of secrecy) (such speech a “Whisper”) that promptly, having taken all practicable steps to ensure the same,

… if we all call the tune

provided that the Parties jointly and severally agree to use their best endeavours to cooperate in in determining how the abovementioned matters should be carried out

Then the piper …

a musician to be mutually agreed between the Parties, and which may or may not be itinerant but in any event must, inter alia, from time to time play a pipe, horn or other wood-wind instrument (hereinafter, the “Piper”)

... will lead us to reason

will cause, procure or effect the movement of the Parties by the use of such Piper’s hand or such halter, rope, leash, harness or other means of tether it may for the time being have in its possession, in the direction of a mutually acceptable cause, explanation, or justification for such actions or events as may be in contemplation at such time.

And a new day will dawn …

And a new period commencing at (and including) 12:00 am and concluding at (but excluding) the next following 12:00 am will commence,

... for those who stand long

for such of the Parties who may at any time have adopted an upright posture supported by one or more of such person’s feet (provided that such posture shall have been maintained unamended for a period be agreed or, in the absence of such agreement, of not fewer than twenty four consecutive hours),

And the forests will echo with laughter.

and such significant areas foliated predominantly by Trees and commensurate undergrowth (whether or not contiguous) as are identified by any Party for the purposes hereof shall cause such sound-waves or audible oscillations as shall from time to time arise from such spontaneous sounds and movements of the face and body as are generated for the purposes of instinctive expressions of lively amusement, frivolity or merriment, on one hand, and/or sarcasm, sardonicism, derision or spite, on the other (as the case may be), to be reflected back in the direction of the listener or listeners thereof.

And it makes me wonder

Furthermore, each Party shall Wonder as aforesaid.

If there’s a bustle in your hedgerow …

In the event that there is excited activity and/or movement in such other Party’s mixed hedge of wild shrubs of the type or character that typically borders a road, field, paddock or passage,

... don’t be alarmed now:

each Party shall immediately and without the need for further notice cease to be subject to an anxious awareness of present danger

It’s just a spring clean for the may-queen.

It shall be not less than a thorough cleaning of a house or room, typically (though not necessarily) undertaken in spring for a person (whether or not female) employed for the purpose of figuratively symbolising or physically representing purity and positioned at the front of a traditional parade, performance, celebration, dance, march, or walk such as commemorates the first day of May in any calendar year.

Yes, there are two paths you can go by

The Parties agree that there shall be an integral number of tracks (whether purposefully laid down or created by the accumulated effect of continual treading, but in either case designated primarily for walking) greater than one and smaller than three along which either Party may, in its absolute discretion, travel from such aforesaid place or location of occupancy X to such aforesaid place Y, being a place other than X.

But in the long run ...

Notwithstanding anything to the contrary herein, in such period of time in which all factors of production and all costs are variable

... there’s still time to change the road you’re on.

the Parties may, in each case at their own option provided such option is exercised within a commercially reasonable period, elect by notice to change the way, path or track leading from aforesaid place X to aforesaid place Y (hereinafter, “Road”), occupied from time to time by such Party.

And it makes me wonder

Furthermore, each Party may, but shall not be obliged to, Wonder.

Your head is humming and it won’t go

Such part of each Party’s body as: (i) is separated from the rest of such Party’s remaining body by a neck; and (ii) contains such cognitive, olfactory and communication faculties as are required for sentient existence shall, irrevocably and unconditionally, be emitting a low, steady continuous sound like that of any hymenopterous insect of the superfamily Apoidea.

In case you don’t know

In the event that such Party does not know, or ought not reasonably to have known

The piper’s calling you to join him.

such aforesaid Piper has issued a valid notice in the form prescribed in Schedule 2 making demand of such Party to attend at such place, at such time and on such date as is therein specified

Dear lady can you hear the wind blow?

The aforesaid Purchaser, who for the avoidance of doubt shall be deemed to be commercially valuable, may or may not perceive with such Purchaser’s aforesaid inbound communication faculties the sound made by the perceptible natural movement of air such as is brought about by the ordinary operation of meteorology (hereinafter “Wind”),

And did you know your stairway lies on the whispering wind?

and may or may know, or ought reasonably to have known, that such Purchaser’s Stairway lies on such Wind as may be described by any Party acting in a commercially reasonable manner as would cause or precipitate a Whisper (as herein defined)

[DRAFTING NOTE: There shall follow hereinafter such improvised melodic passage of instrumental music based predominantly on a pentatonic or mixolydian modal scale executed on an amplified electric guitar, lyre, lute or other six-stringed instrument with a fretted fingerboard as the parties shall, in their reasonable discretion, permit (such permission not to be unreasonably withheld)]

And as we wind on down the road

In addition to the foregoing, if and to the extent the Parties (or their respective successors, assigns and nominees) move in or take a twisting or spiral course down such Road as is aforesaid

Our shadow’s taller than our soul

such dark area or shape as is produced by the person of either Party coming between rays of light and a given surface has a height, determined in good faith and a commercially reasonable manner, greater than (and, for the avoidance of doubt, not equal to) that determined by such other Party in respect of the collected spiritual or immaterial aspect or part of such other Party

There walks a lady we all know

There shall move at a regular pace by lifting and setting down each foot in turn, never having both feet off the ground at once, a Purchaser the Parties all know (or ought reasonably to know)

Who shines white light ...

which such Purchaser shall emit a source of electromagnetic radiation comprising an amalgamation of each frequency across the visible spectrum

... and wants to show

and it is acknowledged to be such Purchaser’s reasonable intent to demonstrate, by means of the adduction of proof or evidence, the accordance with fact or reality of the proposition

How everything still turns to gold

that all (or substantially all) matters in the reasonable contemplation of the Parties from time to time, shall change (and shall at all material times have always changed) in form, character, or function into Gold (as aforesaid).

And if you listen very hard…

Furthermore, in the event that one or other of the Parties takes all practicable steps to gives such Party’s entire attention to one or more sounds

... the tune will come to you at last

such melody as characterises such piece of music shall be in the reasonable contemplation of the Parties at some point in the future, especially after a delay, dispute, or series of problems

When all are one and one is all

at which point the whole quantity or extent of a particular group or thing (in relation to such group or thing, “All”) shall have the state, fact, quality, or condition (as the case may be) of being singular (hereinafter “One”) at and, in addition (and without limitation), One shall be All

To be a rock and not to roll

to take the existential form of solid mineral material such as is recognised by participants in the market as forming part of the surface of the earth and not to move in any direction by revolving on a longitudinal axis —

And she’s buying the stairway to heaven.

AND IT IS HEREBY AGREED that such Purchaser is in the process of entering into a binding and enforceable Sale and Purchase Agreement for the acquisition of a Stairway to Heaven.

... and the rest, as they say, is history. All the Parties hereto lived happily ever after. Until Robert Plant marked up the Lawyer’s non-disclosure agreement.