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Paragraph numbering: Difference between revisions
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{{a|drafting|}}if you take your legal contracts seriously as a piece of code — not every lawyer does, and for some contracts there are reasons not to<ref>If it is a persuasive, [[commitment-signalling]] exercise like an [[NDA]] — no-one [''almost'' no-one — Ed] expects to actually enforce the literal terms of an NDA — rather than a careful prescription of precise rights and liabilities and clear economic options, as you might find in a financing or derivative contract</ref> — then treat it like code, and number and nest every new proposition as if it were a subroutine in a programme. | {{a|drafting|}}if you take your legal contracts seriously as a piece of code — not every lawyer does, and for some contracts there are reasons not to<ref>If it is a persuasive, [[commitment-signalling]] exercise like an [[NDA]] — no-one [''almost'' no-one — Ed] expects to actually enforce the literal terms of an NDA — rather than a careful prescription of precise rights and liabilities and clear economic options, as you might find in a financing or derivative contract</ref> — then treat it like code, and number and nest every new proposition as if it were a subroutine in a programme. | ||
====Number ''every'' paragraph==== | |||
===Number ''every'' paragraph=== | |||
Lawyers have a tendency to leave some paragraphs out of numbering schema. If a clause only has one subparagraph, or, if you have split into choices, where the paragraph rejoins there seems to be no option but to leave it without a number. | Lawyers have a tendency to leave some paragraphs out of numbering schema. If a clause only has one subparagraph, or, if you have split into choices, where the paragraph rejoins there seems to be no option but to leave it without a number. | ||
===Consistent numbering=== | ====Consistent numbering==== | ||
It should hardly need being said, but settle on a numbering schema and stick with it. | It should hardly need being said, but settle on a numbering schema and stick with it. | ||
===“Nested” statements=== | ====“Nested” statements==== | ||
Legal drafting is a form is code. It should have a nested structure, as does computer code. Numbering levels— each indented to be nested inside the level above — instantly reveal the of the agreement’s exoskeleton. | Legal drafting is a form is code. It should have a nested structure, as does computer code. Numbering levels— each indented to be nested inside the level above — instantly reveal the of the agreement’s exoskeleton. | ||
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Use as many numbering levels as you need to fully reveal, and ''label'', the logical structure of your document, bearing in mind that too many levels reveal prolixity and convolution in your drafting. Make sure your [[semantic structure]] is tight. | Use as many numbering levels as you need to fully reveal, and ''label'', the logical structure of your document, bearing in mind that too many levels reveal prolixity and convolution in your drafting. Make sure your [[semantic structure]] is tight. | ||
====Worked example: “bankruptcy”, with and without paragraph numbering==== | |||
{{ | To illustrate how much easier it is to navigate the text, consider the deal old definition of Bankruptcy in the {{isdama}}. Now you can’t entirely defeat the crushing torpor of the Squad’s turgid drafting but at least if you pick out its skeleton you can make it more digestible. | ||
In its original: | |||
“A party | |||
is dissolved (other than by merger); | is dissolved (other than by merger); | ||
(2) becomes insolvent, unable to pay its debts, or admits it in writing; | (2) becomes insolvent, unable to pay its debts, or admits it in writing; | ||
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(7) has a secured party take possession of, or a legal process is enforced against, substantially all its assets for at 15 days without a court dismissing it; | (7) has a secured party take possession of, or a legal process is enforced against, substantially all its assets for at 15 days without a court dismissing it; | ||
(8) suffers any event which, under the laws of any jurisdiction, has the same effect as any of the above events; or | (8) suffers any event which, under the laws of any jurisdiction, has the same effect as any of the above events; or | ||
(9) takes any action towards any of the above | (9) takes any action towards any of the above events” | ||
With tables, and a run-in descriptor: | |||
'''Bankruptcy'''. A party: | '''Bankruptcy'''. A party: | ||
{{L1}} | {{L1}} '''Dissolved''': is dissolved (other than by merger);<li> | ||
'''Insolvent''': becomes insolvent, unable to pay its debts, or admits it in writing;<li>'''Composition''': makes a composition with its creditors;<li> | '''Insolvent''': becomes insolvent, unable to pay its debts, or admits it in writing;<li>'''Composition''': makes a composition with its creditors;<li> | ||
'''Proceedings''': suffers insolvency proceedings instituted by: | '''Proceedings''': suffers insolvency proceedings instituted by: | ||
{{L2}} | {{L2}} a regulator; or<li> | ||
anyone other than a regulator, and | anyone other than a regulator, and | ||
{{L3}} | {{L3}} it results in a winding up order; or <li> | ||
those proceedings are not discharged within 15 days;</ol></ol><li> | those proceedings are not discharged within 15 days;</ol></ol><li> | ||
'''Winding Up''': resolves to wind itself up (other than by merger); <li> | '''Winding Up''': resolves to wind itself up (other than by merger); <li> | ||
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'''Similar events''': suffers any event which, under the laws of any jurisdiction, has the same effect as any of the above events; or <li> | '''Similar events''': suffers any event which, under the laws of any jurisdiction, has the same effect as any of the above events; or <li> | ||
'''Takes steps''': takes any action towards any of the above events. <br> | '''Takes steps''': takes any action towards any of the above events. <br> | ||
</ol> | |||
There’s a fashion for avoiding numbers because they seem intimidating, but pish and nonsense to that. This is a piece of technical writing, not literature, and numbers in a margin don't impede reading comprehension, so there is no harm in “overusing” numbering in a technical document. There is harm in underusing, however. | There’s a fashion for avoiding numbers because they seem intimidating, but pish and nonsense to that. This is a piece of technical writing, not literature, and numbers in a margin don't impede reading comprehension, so there is no harm in “overusing” numbering in a technical document. There is harm in underusing, however. | ||
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Besides, [[Nietzsche]] numbered his paragraphs! | Besides, [[Nietzsche]] numbered his paragraphs! | ||
Also the JC wants you all to admire the hierarchical numbering scheme, which has taken him years to figure out how to do in CSS/HTML. | |||