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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. IT ISN’T BECAUSE AMERICANS LIKE TO SHOUT ALL THE TIME — THOUGH | {{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. | |||
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. | But “[[conspicuous]]” ''doesn’t'' mean block capitals. | ||
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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}} | ||
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*The eminently shoutable-at, and oft-shouted at, people of [[New Hampshire]] | *The eminently shoutable-at, and oft-shouted at, people of [[New Hampshire]] | ||
*[[Purpose]] | *[[Purpose]] | ||
*[[Key information document]] | |||
{{ref}} | {{ref}} | ||