All, or substantially all

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The JC’s Unmentionables™

Expressions our subeditor would strike from your copy — if we had a subeditor, and you submitted copy.

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“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[1] head are magic words and peculiar phrasing calculated to leave 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 calculated to snooker 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.

In any case, your qualifier leads only to a different kind of uncertainty: what counts as “substantial”? Discussions on the in-any-case tedious topic of Credit Event Upon Merger and Merger Without Assumption tend quickly to go this way. The countless learned articles and client briefing notes on the topic (let me Google that for you) will tell you that the benefit of this kind of drafting accrues mainly to those in the legal profession, but even then only through their very fear and loathing of the notion.

See also


  1. And therefore, your own