Headings
What is it that the legal eagle so distrusts about headings?
If you are anything like the JC, the headings are the only part of the contract you do, with any regularity, read. Headings orient; they provide a superstructure; they provide context in a legal world so crushingly bereft of it. So why exclude them from helping understand what the document might mean? We are at a loss.[1] At best, this provides cover to the miscreant who later claims an interpretation the context — that is, the heading the term sat under — indicates is plainly fatuous.
Look at it the other way: why would lawyers — surely the brain surgeons of our language — add words to a legal contract if they wanted them to be ignored? How, in a world overflowing with unnecessary words, can that be a good idea? At best, this is pure waste. But would a real neurosurgeon, under the hood, make some harmless extra swipes with her scalpel for the hell of it?
Look, if you don’t want headings to mean anything, don’t use the damn things, and expect your document to be the kind of grey, unpunctuated entropic sludge of Times New Roman that emanates from every US law firm. Is that really what you want?[2]
If, perversely, you care about getting to “yes”, and therefore your reader’s easy comprehension, use headings to structure your argument[3] but do not then complain if your readers expect your argument to follow the framework you have set out.
See also
- Headings in the ISDA
- Interpretation and construction
References
- ↑ It may be, in times past, the headings were added later by unqualified clerks, or something — I am totally making this up — but that isn’t how things work now.
- ↑ U.S. attorneys: this is a rhetorical question.
- ↑ A legal contract is, after fashion, an “argument”.