All, or substantially all

“I comprise multitudes.’’

— Ed Jong

There is a variety of flannel that speaks to a profound ontological uncertainty about the world. A diligent clerk carries this with her from the earliest days of her training.

Where most conventional education is directed at persuading the individual that she has the aptitude to navigate the trickiest passage of the commercial world, lawyers are immersed from their first lecture in the notion that the only thing keeping the sky from falling on your client’s head^[1] are magic words and a peculiar phraseology that leaves nothing to chance.

On this view, there is no statement so bleeding obvious it can be safely left unsaid.

All or substantially all is a modifier that seeks to defuse that smart Alec who, for example, sells his entire business barring a single chair, to avoid breaching a covenant preventing him from disposing of “all of the business”. This is not the behaviour of a good egg and the better question to ask yourself is why you did business with him in the first place.

But the modifier leads only to argument and uncertainty: what counts as substantial? The countless learned articles and client briefing notes on the topic (all let me Google that for you) will tell you this qualifier does not avoid trouble by itself.

All, or substantially all

See also