To The Readers Of The Metropolitan Corporate Counsel:
As lawyers we are frequent drafters and arrangers of words and phrases and should have an intimate knowledge of the English language. Hopefully, we are making our grade school English teachers proud. With this in mind, I present the following tidbits.
About 80 percent of misunderstandings come from problems with vocabulary: using words with the wrong meaning. About 10 percent of problems come from grammar and syntax and about 5 percent from problems with spelling, pronouns, plurals, and the like. No data is available for the specific problems or litigation arising from the misplaced comma.
The most litigated words are (not in order): reasonable, agree, timely, offer, notify, send, receive, and, or, best efforts, not unreasonably withheld, consent, representation, condition, material knowledge, material adverse effect, effective notice, prior notice, and expiration.
The term "legalese" is not the same as "correct legal language." Do we really need to use "aforementioned," "now therefore," "whilst," or "null and void" and other words, word pairings, or phrases that are now seeming more historic or clichs?
While we derive our common law from English jurisprudence, many legal terms are of French origin. These are words like sum certain, fee simple, attorney general, and court martial. The clue is the unexpected word order (noun + adjective). If you reverse the order, the meaning can be entirely different.
The source for the above must be credited to "Legal Drafting in English" published by the Eversheds law firm.Eversheds sponsored an all day compliance program for NJCCA members on October 17. Continue to check NJCCA's calendar of events at http://njcca.acc.com for upcoming programs of interest. You never know what you'll learn.