Mark-up
Mark-up
/mɑːk ʌp/ (n.)
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Office anthropology™
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1. (Brokerage): A broker’s mark-up (or mark-down) is a dealer’s way of making money: the equivalent in a principal arrangement to commission paid to an agent.
2. (~ language): A way of coding ordinary text in a way that machines can understand. This works quite well sometimes: The internet runs on hypertext mark-up language — “html”— an acquired taste but one which any fule can understand with a little patience; the fabulous MediaWiki runs on wiki mark-up, which even dear old five-thumbed Jolly Contrarian can understand — but other adventures have been less successful. There are lawyers at Linklaters who still can’t communicate unemotionally, having coded the entirety of the 2011 Equity Derivatives Definitions— remember those? No? — in Financial products Markup Language.
3. (Institutionalised pedantry): Legal mark-up is an impenetrable melange of passives, passive-aggressives, redundancies, flannel and non-sequiturs injected into a perfectly sensible contract by a perfectly tedious attorney. The sheer inscrutability of one’s mark-up is a criteria for inhouse legal team of the year.
Legal mark-up, being the fossil record of a legal negotiation between legal eagles, bears a striking similarity to a playground argument. It will start as a broad, wide-ranging, harangue; each side adopting fundamentally opposed positions largely for the sake of it, yet summoning commendable outrage at the other’s position, notwithstanding its fundamental arbitrariness.
The process of counter-sniping at idiotic, haughty positions — even if with idiotic, haughty positions — has a cleansing effect: as the blinds, battlements and barricades are gradually shot away, leaving just the serial absurdities behind, each side follows the same slow, careful process of reversal, the way one descends a rickety ladder, shouting gleefully, but with ebbing enthusiasm, as she goes. By the bottom, the debate has reduced into petulant snickering: correcting split infinitives, interposing redundancies, clarifying the already plain, helpfully particularising the general and addending the particular, all for the glum satisfaction of having had the last word , and/or words, as the case may be.
Both sides will walk away declaring victory, but silently resenting the disappointing but pragmatic middle ground they have found.
In the analogue days, mark-up found its voice in spidery handwritten annotations, balloons, glyphs and riders with which opposing lawyers would deface carefully-typed drafts. These were hard enough to decrypt in their native form, but when faxed between institutions, became quite inscrutable.[1]
Since legal employers have discovered they can and should pay their lawyers to type after all — since they can thereby dispense with legal secretaries and fax room attendants — the “manuscript mark-up” has, alas, given way to the charmless and prosaic business of running redlines.
See also
References
- ↑ The process was not without its serendipities: the Biggs hoson was discovered this way.