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{{a|plainenglish| | {{a|plainenglish| | ||
{{image|Freddie Mercury Conspicuous|png|}} | |||
}}A brief unqualified note to shed light on WHY AMERICANS LIKE TO SPRAY THEIR LEGAL DOCUMENTS WITH LARGE SWATHES OF TEXT IN CAPITALS | {{image|New Hampshire typo|jpg|Not [[conspicuous]] enough for the proof-readers, apparently.}} | ||
}}A brief unqualified note to shed light on WHY AMERICANS LIKE TO SPRAY THEIR LEGAL DOCUMENTS WITH LARGE SWATHES OF TEXT IN CAPITALS. | |||
But “[[conspicuous]]” ''doesn’t'' mean | IT ''ISN’T'' BECAUSE AMERICANS LIKE TO SHOUT ALL THE TIME — THOUGH OUR UNSCIENTIFIC OBSERVATIONS ON THIS TOPIC SUGGEST THAT THEY ''DO'' LIKE TO SHOUT ALL THE TIME, ESPECIALLY AT [[New Hampshire|RESIDENTS OF NEW HAMPSHIRE]], BUT BECAUSE, SO AMERICAN LAWYERS HAVE BEEN CONDITIONED TO THINK, THE [[UCC|UNIFORM COMMERCIAL CODE]] REQUIRES EVERYTHING TO BE IN CAPITALS FOR THOSE TERMS THAT THE CODE REQUIRES TO BE “[[CONSPICUOUS]]” ENOUGH THAT A REASONABLE BADGER AGAINST WHICH THE TERMS IN QUESTION ARE EXPECTED TO OPERATE OUGHT TO HAVE NOTICED THEM. | ||
But “[[conspicuous]]” ''doesn’t'' mean block capitals. | |||
The [[Uniform Commercial Code]] defines it thus: | The [[Uniform Commercial Code]] defines it thus: | ||
''“[[Conspicuous]]”, with reference to a term, means so written, displayed, or presented that a reasonable person against which it is to operate ought to have noticed it. Whether a term is “[[conspicuous]]” or not is a decision for the court. [[Conspicuous]] terms [[including but not limited to|include]] the following: (A) a heading in [[CAPS LOCK|capitals]] equal to or greater in size than the surrounding text, [[or]] in contrasting type, font, or color to the surrounding text of the same or lesser size; [[and]] (B) language in the body of a record or display in larger type than the surrounding text, [[or]] in contrasting type, font, or color to the surrounding text of the same size, [[or]] set off from surrounding text of the same size by symbols or other marks that call attention to the language. | ''“[[Conspicuous]]”, with reference to a term, means so written, displayed, or presented that a reasonable person against which it is to operate ought to have noticed it. Whether a term is “[[conspicuous]]” or not is a decision for the court. [[Conspicuous]] terms [[including but not limited to|include]] the following: (A) a heading in [[CAPS LOCK|capitals]] equal to or greater in size than the surrounding text, [[or]] in contrasting type, font, or color to the surrounding text of the same or lesser size; [[and]] (B) language in the body of a record or display in larger type than the surrounding text, [[or]] in contrasting type, font, or color to the surrounding text of the same size, [[or]] set off from surrounding text of the same size by symbols or other marks that call attention to the language. | ||
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On the other hand, should the passage be buried in the sort of document that, by market convention, legal eagles from all sides will examine and critique — and draft bilateral contracts in the financial services world are ''exactly'' such documents, — then there is no chance that a reasonable person<ref>The reasonable reader here is not the counterparty to the contract, but the legal counsel it has engaged to {{strike|gorge themselves on the contract’s verbosity|review the contract}}</ref> — [[legal eagles]] are ''[[implicitly]]'' “reasonable” readers — would miss it. A lawyer who doesn’t notice part of a draft, however small the font in which it is rendered, is, [[Q.E.D.]], ''[[negligent]]'', which is, [[Q.E.D.]], ''un''reasonable. | On the other hand, should the passage be buried in the sort of document that, by market convention, legal eagles from all sides will examine and critique — and draft bilateral contracts in the financial services world are ''exactly'' such documents, — then there is no chance that a reasonable person<ref>The reasonable reader here is not the counterparty to the contract, but the legal counsel it has engaged to {{strike|gorge themselves on the contract’s verbosity|review the contract}}</ref> — [[legal eagles]] are ''[[implicitly]]'' “reasonable” readers — would miss it. A lawyer who doesn’t notice part of a draft, however small the font in which it is rendered, is, [[Q.E.D.]], ''[[negligent]]'', which is, [[Q.E.D.]], ''un''reasonable. | ||
P.S. Did you notice the badger in the above capitalised text? No? Fancy that. | P.S. Did you notice the ''badger'' in the above capitalised text? No? Fancy that. | ||
{{sa}} | {{sa}} | ||
*''[[In Re Bassett - Case Note|In Re Bassett]]'' | *''[[In Re Bassett - Case Note|In Re Bassett]]'' | ||
*The eminently shoutable-at, and oft-shouted at, people of [[New Hampshire]] | |||
*[[Purpose]] | *[[Purpose]] | ||
*[[Key information document]] | |||
{{ref}} | {{ref}} |