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Drafting contracts

(n) Intentionally left blank…

As if the reader of a contract has his or her eyes shut: the phrase intentionally left blank or intentionally omitted is a funny phrase sometimes used to uphold an existing numbering of clauses (and to avoid the work to correct cross references after deleting the intentionally left-in clause).
The phrase intentionally left blank or intentionally omitted is often inserted immediately preceding the signature blocks, which a drafter would prefer to stay all together on one page or at least the block should tie the party-related lines together. As this leaves some white space on the preceding page, the simple statement intentionally left blank is put there.
Another use of intentionally left blank is a consequence of late changes in the contract resulting in a deletion of a clause or schedule and making it somewhat risky to renumber the remaining clauses, schedules or annexes. The risk of such renumbering exercise is that internal or external cross-references would then fail to point at the right (renumbered) clause. Such renumbering and hence that ‘risk’ can be avoided by emptying the deleted clause (and inserting intentionally left blank instead). It would result in a numbered clause with the text intentionally left blank or in numbered schedule cover page with the same text (as well as a table of schedules identifying the schedule to be “intentionally left blank”).

The legal effect of the statement is very limited: it might serve as evidence in the case one party would claim that, despite its being deleted from the final and signed agreement, a provision was agreed to be deleted (and not deleted accidentally). With the common practice amongst lawyers to send each other draft contracts clearly marking all changes (i.e., the deletions struck out in red, insertions underlined and blue, and moved phrases in green) a phrase intentionally left blank would serve no purpose other than as a placeholder.

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Drafting contracts

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