Parallelisms are frequently found in contracts. There are a few best practice rules in using them in order to improve the readability of a provision. That’s what this blog is about.
In her A writer’s reference[1], Diana Hacker recommends that when two or more concepts are parallel, they are easier to grasp (and remember) if they are expressed in parallel grammatical form. A single word should be balanced by single words, phrases by phrases and clauses by clauses. It basically means that by summing up those concepts, the same grammatical structure should be repeated consistently. For example:
Open Source License Terms means the provisions in any license for software, which require, as a condition of use, modification or distribution of any part of such software (a Work): (a) the making available of source code or design information regarding the Work; (b) the granting of permission for creating derivative works regarding the Work; or (c) the granting of a royalty-free license to any party under intellectual property rights regarding the Work.
Open Source License Terms include: (a) the GNU General Public License (GPL) or Lesser/Library GPL (LGPL), (b) the Artistic License (e.g. PERL), (c) the Mozilla Public License, (d) the Common Public License, (e) the Sun Community Source License (SCSL), (f) the Sun Industry Standards Source License (SISSL), (g) the Sun Industry Standards License (SISL), and (h) the Open Software License.
In case of claims related to a defect in the Software, Licensee shall …; in case of claims related to an infringement of intellectual property rights, Licensee shall…; in case of claims related to the Hardware, Licensee shall…
On the Closing Date, each indicated person shall take the action as follows:
- Acquired Companies to enter into the Transitional Services Agreement with Seller;
- Purchasers to pay to Seller the Purchase Price;
- the Parties to execute the Deed of Transfer and to execute the Deed of Pledge, in each case in the presence of the Public Notary;
- the Public Notary to register each Purchaser in the shareholders register of Acquired Companies as the holders of the Shares;
- Purchasers to hand over letters of resignation as members of the management bodies of companies of Seller’s Affiliates in Spain; and
- Seller to hand over letters of resignation for each of its appointed members of the management bodies of companies of the Acquired Companies’ Affiliates outside Spain.
Diana Hacker obviously gives some other examples, which include the consistent use (or consistent non-use) of adjectives in enumerations.
[1] Diana Hacker, A writer’s reference, Bedford/St. Martin’s, Boston/New York, 6th ed. 2009, S1
