Prepositions

Which of the following is/are correct?

1. Helen goes running in the morning.
2. Tim goes running in the afternoon.
3. Shirley goes in the evening.
4. Bob goes running at night.

- With “in” and “at”, the correct term may depend on the time of day. For example, in English we use
“in the” with morning, “afternoon” and evening. But we usually use ‘at’ when talking about the night

What is the difference between the two statements below

1. The payment must be given in seven days.
- Payment should be delivered on the 7th day
2. The payment must be given within seven days.
- May be delivered at any time up to the 7th day

Which of the following is/are correct?

1. She arrived in Cebu just after lunch. (correct)
2. He arrived in the restaurant five minutes late. (wrong)
3. She arrived in the campus by lunch hour. (wrong)

- Use “in” for cities, countries, or other large areas

- Use “at” for specific places (libary, pub)

Which of the following is/are correct?

1. The starts at 9 pm.
- About a time of the day, use at
2. The party is on Saturday.
- Specific day or date, use on
3. We’re having a party on April. (wrong)
- For a month or year, use in

- Depends on the time window in question

Which of the following is/are correct?

1. I’ve been writing for six hours.
- When talking how long something has been happening, we use ‘for’ when referring to a length of
time (a period of hours, days or months)
2. I’ve been writing since breakfast.
- If we’re using a specific time as a point of reference, we use “since”

- The difference here is that the first refers to the measure of time, while the second refers to a fixed
point in the past when the activity began

PRONOUNS
- Jill Koch Hayford, Legal Writing; Update Contract Language to Meet 21st Century Readers
- Gender-specific Language
o A growing number of business clients are women. Because some clients may find gender-
specific language offensive, contract-drafters are wise to use gender-neutral language when
 possible
o Gender-specific language most frequently occurs when the drafter must choose a pronoun
for a singular noun
o In a guaranty, where the guarantor is defined as guarantor, should the drafter use he as a
pronoun?
o Contract soften use masculine pronouns. In the word-processing age, however, global
changes within a document are just a “find and replace” away. So, one solution to sexist
language is to use feminine pronouns—she and her instead of he, his, and him—when
referring to a female party to the contract.
o That’s an easy fix when a declined term like guarantor refers to only one person or to several
persons of whom are female.
o What is there is more than one guarantor, ad they are not of the same gender? I the
situation, the drafter can achieve gender-neutral language bu using oe of these techniques:
1. Instead of using a pronouns, repeat the noun;
“schedule 3.6 lists all contracts to which a guarantor is a party or by which his a gurantor’s assets are
bound

2. Delete unnecessary pronouns:

‘No guarantor shall transfer any of his assets

3. Use both masculine and feminine pronouns:

- Use his or her or his, her, its.
- While this construction sis more cumbersome, some readers may prefer it to the masculine pronoun
alone.
- Alternatively, some drafters recommend including a general provision defining all masculine
pronouns as including the feminine, and vice versa. However, this technique simply begs the
question: should the drafter choose the masculine or feminine as the default pronoun throughout
the document? Either choice is arguable a sexist one

4. Revise the noun and pronoun to make both plural

- The plural pronoun their is gender-neutral. While this technique works well for most other types of
documents, it can create a semantic ambiguity in a contract.
- Schedule A lists all contracts to which a Guarantor is a party or by which his assets are bound
becomes
- Schedule A lists all contracts to which a Guarantors is a party or by which their assets are bound

- As of 2019, most big style (APA, MLA) have accepted the singular they
If Sally or George get cold, I would have sympathy for them.
Everyone has told me they think I made the right decision.

-
Legal Writing: Update
Contract Language to Meet
21st Century Readers 
Some drafters continue to use archaic language in contracts, often with the belief that such “formal”
language lends weight or credence to the document. But today’s parties to contracts and other readers
who need to interpret these documents find archaic language to be unclear, wordy, and downright
irritating, sometimes even sexist. Here are some ideas to bring your contracts into the 21st century

Most Lawyers Favor updated over archaic language in their letters, briefs, and similar documents because
updated language is clearer and more concise. Updated language also is well suited to today’s readers of
those documents – clients, other lawyers, and judges. Yet, archaic language that today rarely appears in
such documents continues to show up in business contracts, even though these contracts are intended for
the very same types of readers. This article describes how drafters can update a contract’s language to
eliminate two common types of archaic language: gender-specific language and “legalese.”

Gender-specific Language
According to recent statistics, a growing number of business clients are women. 1 Because some clients
may find gender-specific language offensive, contract-drafters are wise to use gender-neutral language
when possible.

Gender-specific language most frequently occurs when the drafter must choose a pronoun for a singular
noun. For example, in a guaranty, where the guarantor is defined as Guarantor, should the drafter
use he as a pronoun? Form contracts often use masculine pronouns. In the word-processing age,
however, global changes within a document are just a “find and replace” away. So, one solution to sexist
language is to use feminine pronouns – she and her instead of he, his, and him – when referring to
a female party to the contract.

Of course, that’s an easy fix when a defined term like Guarantor refers to only one person or to several
persons, all of whom are female. What if there is more than one Guarantor, and they are not of the same
gender? In this situation, the drafter can achieve gender-neutral language by using one of these
techniques:
1) Instead of using a pronoun, repeat the noun: “Schedule 3.6 lists all contracts to which a Guarantor
is a party or by which his a Guarantor’s assets are bound.”

2) Delete unnecessary pronouns: “No Guarantor shall transfer any of his assets....”

3) Use both masculine and feminine pronouns: Use his or her or his, her, or its. While this
construction is more cumbersome, some readers may prefer it to the masculine pronoun alone.
Alternatively, some drafters recommend including a general provision defining all masculine pronouns as
including the feminine, and vice versa. However, this technique simply begs the question: Should the
drafter choose the masculine or feminine as the default pronoun throughout the document? Either choice
is arguably a sexist one.

4) Revise the noun and pronoun to make both plural: The plural pronoun their is gender-neutral.
While this technique works well for most other types of documents, it can create a semantic ambiguity in
a contract. For instance, it would not be an advisable revision in the example for technique 1) above:
“Schedule A lists all contracts to which a Guarantor is a party or by which his assets are bound”
becomes “Schedule A lists all contracts to which Guarantors are a party or by which their assets are
bound.” Under the revised provision, does Schedule A list all contracts to which any Guarantor is a
party, or only those to which all Guarantors are a party? If the drafter represents the recipient of the
guaranty, he or she likely intended the former, because the recipient wants to know about any contract to
which a Guarantor is a party. The Guarantors, however, can argue that they need to disclose only a
potentially more limited number of contracts, finding support in the principle that courts interpret an
ambiguous provision against the drafter.2 Because of this potential ambiguity, the drafter must be careful
in using this fourth technique.

Legalese
Legalese has been defined as “[t]he jargon characteristically used by lawyers, esp[ecially] in legal
documents.”3 While some drafters believe that legalese sets an appropriately formal tone, the end-users
of a contract – clients and judges who may have to interpret the contract long after the deal has closed –
complain that legalese makes the contract more difficult to understand. Below are some examples of
legalese commonly found in contracts and some suggested updates.

1) Hereto, herein, and hereof. Drafters often use these words as shorthand for to, in, or of “this
Agreement.” These terms often can be deleted, because no reference to the underlying contract is
necessary; instead, the reader will understand the reference from its context. Consider the following
examples:
 “Borrower has listed on Schedule 3.2 attached hereto all litigation to which it is a party.”
 “Borrower has listed on Schedule 3.2 attached to this Agreement all litigation to which it is
a party.”
 “Borrower has listed on Schedule 3.2 all litigation to which it is a party.”

Jill Koch Hayford, Harvard 1985, is associate professor of legal writing at Marquette University Law
School, where she teaches contract drafting, legal analysis, writing, and research. She previously
practiced banking and bankruptcy law at Reinhart, Boerner, Van Deuren s.c. 

In the third example, the reference to Schedule 3.2 is probably not made ambiguous by the deletion of
“attached hereto” or “attached to this Agreement.” It is doubtful that a borrower could argue that the
provision refers to another Schedule 3.2 attached to some other agreement.

Similarly, drafters usually can eliminate herein, because the reference will be clear to the reader. Herein
(and its cousin hereinafter) is used often in definitions, such as in the following example from an
indemnification agreement: “[O]n or about [date], an accident occurred, resulting in bodily injuries to
___, a minor, ___ years of age, hereinafter referred to herein as ‘Minor.’”4 The italicized language can
be deleted and replaced simply with parentheses: “[O]n or about [date], an accident occurred, resulting in
bodily injuries to ___, a minor, ___ years of age (‘Minor’).”

Finally, some drafters use hereof to refer to sections or subsections of a contract: “If Borrower fails to
comply with section 4.1 hereof, then Lender has all its remedies under section 8.5 hereof.” Again, the
deletion of hereof in both instances probably does not create ambiguity; the references to “of this
Agreement” are understood from context. An exception may arise in complex transactions involving
multiple contracts, when one contract may refer to sections of another contract. For example, a loan
agreement might cross-reference sections of a security agreement or another loan document: “A default
under section 4.1 hereof may cause a default under the Security Agreement.” Arguably at least, deleting
hereof may cause a contextual ambiguity: Does “section 4.1” refer to the loan agreement or to the security
agreement? In this situation, the drafter can add a provision to either the definitional sections or the
boilerplate provisions of the primary agreement – in this case the loan agreement – clarifying that
 “[u]nless otherwise stated, references to sections or subsections are to sections or subsections of this
Agreement.” Then, if the drafter wants to refer to section 4.1 of another document, such as a guaranty, the
drafter can specifically refer to “section 4.1 of the Guaranty.”

2) Thereof. Update thereof by replacing it with its. As a result, the updated sentence also may be
shorter:
 “Buyer shall cause the disbursement of all funds held under the Escrow Agreement in
accordance with the terms thereof.”
 “Buyer shall cause the disbursement of all funds held under the Escrow Agreement in
accordance with its terms.”

3) Said, such, and same. Drafters easily can update all three words.
Replace said and such with the, that, this, or those. Replace same with it or a pronoun. These
updates are demonstrated in the following example, adapted from a shareholder agreement 5:

“[If] one shareholder desires to withdraw from the corporation, he … shall offer to sell his … share[] to
all the remaining shareholders. … The remaining shareholders [are entitled to participate] equally in the
purchase of the said retiring shareholder’s share by paying for it same equally.”

The drafter also could use a defined term, which would not only aid in clarity but also allow the drafter to
eliminate the sexist language. The entire provision is revised below:

“[If] a one shareholder desires to withdraw from the corporation (the “Retiring Shareholder”), the

Retiring Shareholder he … shall offer to sell the Retiring Shareholder’s his share[] to all the
remaining shareholders. … The remaining shareholders [are entitled to participate] equally in the
purchase of said the Rretiring Sshareholder’s share by paying for it same equally. Each shareholder
shall signify his or her intention within [number of days] days of the offer to sell, and those desiring to
purchase shall [participate] equally in it same. [If] no shareholder desires to buy the share of
the Retiring said Sshareholder, then the Retiring Shareholder he or she may offer it same to a
person other than a shareholder upon the same price and terms, provided, however,
that the said purchaser agrees to become a shareholder and execute this Shareholder Agreement,
subject … to the provisions of paragraphs (B) and (C) hereinafter set forth.”6
 Conclusion
Gender-specific language and legalese are remnants of an outdated drafting style. With some minor
tweaking, the drafter can update a business contract’s language to make it as clear and concise as other
types of legal documents.