Style over Substance

Style over Substance

Certain types of provisions in a contract may be legally questionable or unenforceable, depending on how they are presented in the context of the contract. In some jurisdictions, for example, non-competition clauses may be unenforceable unless they are supported by certain statutory consideration. Even more important for the drafter, some jurisdictions require some clauses to be clearly evident and accessible to the reader in order to be enforceable.

Drafter’s Tip

In this regard, the manner in which you present such provisions, i.e. the “style” of the contract, can be more important than you think. Some provisions, such as limitations of liability or waivers of warranties, may need to be presented in boldface lettering or in all capital letters in order to be deemed enforceable. Many jurisdictions require such provisions to be clearly highlighted such that an inexperienced consumer would know the terms of the contract to which they were entering into. For this reason, it is important to know the laws of particular jurisdictions when drafting certain contract language.