Paragraph numbering
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Towards more picturesque speech™
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if you take your legal contracts seriously as a piece of code — not every lawyer does, and for some contracts there are reasons not to[1] —then treat it like code, and number and nest every new proposition or subroutine. Use as many numbering levels as are needed to reveal the logical structure of the document, while bearing in mind that too many levels reveal prolixity and convolution in your drafting. Make sure your semantic structure is tight.
There's a fashion for avoiding numbers because they seem intimidating, but push and nonsense to that. This is a piece of technical writing, not literature, and numbers in a margin don't impede reading comprehension, so there is no harm in “overusing” numbering in a technical document. There is harm in underusing, however.
Besides, Nietzsche numbered his paragraphs!
Nested statements
Legal drafting is a form is code. It should have a nested structure, as does computer code. Numbering levels— each indented to be nested inside the level above — instantly reveal the exoskeleton of the agreement.
Sub-levels break up the inevitably contorted syntax of commercial drafting, making the semantic content much, much easier to parse and understand.
They also quickly reveal the manifold redundancies, illogicalities and non-sequiturs that stud all complex contracts.
They also point up, glaringly, when a contract has been overlawyered. If the logical structure needs seven or more numbering levels, in all likelihood you've over-engineered it. The answer is not to reduce the number of paragraph levels and therefore bury that detail, but to simplify the logical structure so it doesn't need so many levels in the first place.
See also
- ↑ If it is a persuasive, commitment-signalling exercise like an NDA — no-one expects to actually enforce the literal terms of an NDA — rather than a careful prescription of precise rights and liabilities and clear economic options, as you might find in a financing or derivative contract