Headings

The basic principles of contract →Go uptown Sample: “Headings are for ease of reference only and shall be ignored in construing this Agreement” Formation: capacity and authority · representation · misrepresentation · offer · acceptance · consideration · intention to create legal relations · agreement to agree · privity of contract oral vs written contract · principal · agent Interpretation and change: governing law · mistake · implied term · amendment · assignment · novation Performance: force majeure · promise · waiver · warranty · covenant · sovereign immunity · illegality · severability · good faith · commercially reasonable manner · commercial imperative · indemnity · guarantee Breach: breach · repudiation · causation · remoteness of damage · direct loss · consequential loss · foreseeability · damages · contractual negligence · process agent Remedies: damages · adequacy of damages ·equitable remedies · injunction · specific performance · limited recourse · rescission · estoppel · concurrent liability Not contracts: Restitution — quasi-contract — quasi-agency Index: Click ᐅ to expand: Contract Tort Restitution Tell me more Sign up for our newsletter — or just get in touch: for ½ a weekly 🍺 you get to consult JC. Ask about it here.

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. They orient; they provide a superstructure; they provide context in a world so crushingly bereft of it. So why exclude them from your semantic consideration? We are at a loss. At best, to do so provides cover to pernicious arguments a miscreant might raise at a later stage to justify enforcing, or resisting, a contractual provision the context indicated was meant for another purpose altogether.

Why would you put words in a legal contract if you wanted them to be ignored? Is that not the definition of waste? Look, if you don’t want headings to count, 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?

If, perversely, you care about your reader’s easy comprehension, use headings to structure your argument but do not then complain if your readers expect your argument to, actually, follow the framework you have set out.

See also

• Headings in the ISDA
• Interpretation and construction