The ‘Three Full Moons’ Clause

Simplify contracts by omitting needless words.

“Omit needless words” is one of my favorite rules from the excellent book “The Elements of Style” by Strunk and White. I was recently negotiating a contract with a large company for my start-up client. I revised the contract to eliminate needless clauses, such as the “compliance with laws” clause (which was written so broadly that it would have voided the contract if my clients got a speeding ticket). Counsel for the large company objected to my revisions and said that his company’s board of directors required the boilerplate clauses and assured me that these clauses had “never been invoked in the company’s history.” Thus proving my point that they were unnecessary. In the future, we’ll be adding a standard clause to all of our contracts. The clause will excuse our client from performing the contract if there are ever three full moons in any given month. “But everybody knows,” said the confused counsel on the other side of the table, “that there can be, at most, two full moons in a month and that the second one is called a ‘blue moon.'” “Yes,” I replied, “but in the history of this firm, that clause has never been invoked.” Plus, we like the moon (http://www.rathergood.com/moon_song/).

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