Tips on Using the Numbering Assistant to Apply the MSCD Numbering Scheme
The Numbering Assistant—the numbering utility developed by Payne Consulting Group—incorporates the two versions of the numbering scheme recommended in Kenneth A. Adams, A Manual of Style for Contract Drafting (ABA 2d ed. 2008) (referred to as MSCD). To apply the Numbering Assistant’s two built-in MSCD schemes (”MSCD Sections” and “MSCD Articles”) in a way that complies with recommendations in MSCD, you should consider the following points.
Numbering Scheme Options
When you open the Numbering Assistant window and of the “Available Numbering Schemes” select one of the MSCD schemes, you also have the opportunity to select one or more of two “Options” (three if you’re using Word 2003) stated lower-down in the window. (Regarding numbering scheme options generally, see “Numbering Scheme Options” in the Numbering Assistant help files.)
The first option is “Automatically number each paragraph.” It’s a matter of personal preference whether you wish to have the next number in the scheme applied when you press Enter or whether you wish to apply the appropriate heading manually. If you have selected “Automatically Number Each Paragraph” but then wish to format a given paragraph as an unnumbered paragraph, simply apply a suitable format. (To do so in Word 2003, use the Styles and Formatting task pane or the Style box on the Formatting toolbar; to do so in Word 2007, use the Styles section of Home Ribbon.)
The second option is “Apply full justification.” MSCD recommends that you not use full justification; see MSCD 15.24.
The third option, but only if you’re using Word 2003, is “Use Word’s native Based On style.” Selecting this option will result in the typeface’s not changing to Calibri. See “Typeface,” below.
Typeface
MSCD recommends using 11-point Calibri (see MSCD 15.5 and 15.45). Consistent with that, applying either of the Numbering Assistant’s MSCD schemes to any given text will change the typeface of that text to 11-point Calibri, if it isn’t that already.
If you’re using Word 2003 and you don’t want the typeface to change to Calibri, you’ll need to select the option “Use Word’s native Based On style”; see “Numbering Scheme Options,” below.
An imporant note: If you’re not using Word 2007, in order to be able to use Calibri you’ll need to download the Microsoft Office “compatibility pack” for Word, Excel, and PowerPoint 2007 file formats. Click here to go to the relevant page of Microsoft’s website.
Articles
In the “MSCD Articles” scheme, applying heading 1 to any text will turn that text into an article heading by centering it, making it all capitals, and placing before it the designation “Article” plus an appropriate Arabic numeral. Insert manually after the article designation and before the heading a “manual line break” (Shift + Enter)—that will move the heading to immediately below the article designation.
Sections—Enumeration
In the “MSCD Articles” scheme, sections (heading 2) are numbered using “1.1″ enumeration, to reflect that the contract is divided into articles, each with an enumerated heading (heading 1). In the “MSCD Sections” scheme, sections (heading 1) are numbered using “1.” enumeration. See MSCD 3.8.
Sections—Bolding the Heading
MSCD recommends that you use bold to emphasize section headings, including the period (see MSCD 3.11, 15.29). Accordingly, when using either of the Numbering Assistant’s MSCD schemes you designate a given block of text as a section, it will appear in all bold, and the task becomes one of eliminating any unnecessary bolding.
You can accomplish that by using the Insert Style Separator button (the one with a single red paragraph symbol) or the Insert Multiple Style Separators button (the one with two red paragraph symbols), depending on the context, as described below. Direct formatting—for example, selecting the text from which you wish to remove the bolding and deselecting the Bold icon—would not only be more laborious, it could also interfere with creating a table of contents.
If in any given section you wish to format in bold any text other than the heading—if, for instance, you wish to create a defined term in that section—or if for any other reason you wish to remove all bolding from that text as you are drafting it, then place the cursor immediately after the period at the end of the section heading and click the Insert Style Separator button.
To remove excess bolding from all sections throughout the document (other than from those sections where you’ve used the Style Separator), place the cursor within any section and click the Insert Multiple Style Separators button. The only selection you have to change in the window that appears is the one under “Options to Insert Style Separator”: select the radio button “Insert after,” so that the period at the end of each section heading is, like the heading, bolded. Then click OK.
Sections—One Space After the Heading
MSCD 15.50 recommends that consistent with standard typographic practice, punctuation should be followed by one space, not two. Consequently, the period after a section heading should be followed by one space, not two.
Subsections
MSCD 3.18 recommends that if a section is divided into subjections, use “(a)” enumeration for subsections. And MSCD 3.19 recommends that you place the first subsection designation on the same line as the section heading. To do so, put the cursor one space after the period at the end of the section heading, then click on the Embed Hdg button (standing for “embedded heading”) in the Numbering Assistant toolbar, then click OK. You don’t need to adjust any of the preset options.
If you prefer, you can place the first subsection designation below the section heading, in which case it would be formatted the same as the remaining subsection designations in that section.
Don’t give a heading to any subsection; see MSCD 3.20.
Tabulated Enumerated Clauses
If any sentence in a section or subsection consists of an introductory clause followed by a series of enumerated clauses, tabulating those enumerated clauses—in other words, breaking them out so each clause stands alone—can make them easier to read. Whether to tabulate enumerated clauses depends on how many of them there are and how lengthy they are. See MSCD 3.25.
The first level of enumerated clause (heading 4 in the “MSCD Articles” scheme and heading 3 in the “MSCD Sections” scheme) uses “(1)” enumeration, regardless of whether the enumerated clauses occur in a section or a subsection. The next level uses “(A)” enumeration. The level after that uses “(i)” enumeration, but it is unlikely that you would need it, and using three levels of tabulated enumerated clauses in a section would likely make a contract harder to read. No further levels are offered. See MSCD 3.29.
Because each series of tabulated enumerated clauses constitutes, with the introductory clause, a single sentence, the word that begins each tabulated enumerated clause should start with a lower-case letter, unless that word always begins with a capital letter.
Each tabulated enumerated clause should end with a semi-colon, except for the final clause in a series, which should end in a period. The penultimate tabulated enumerated clause in a series should have an “and” or “or” after the semi-colon and on the same line, unless due to lack of space it’s forced to the next line. See MSCD 3.24.
Tabulated enumerated clauses are best placed at the end of a sentence; see MSCD 3.28.
Formatting Unnumbered Paragraphs
Any contract will contain blocks of text that are unnumbered and so fall outside of the MSCD enumeration schemes. These include the title, the introductory clause, any recitals, the lead in, the concluding clause, and the signature blocks. Also, the body of the contract may contain other unnumbered paragraphs, such as addresses and the text of stock-certificate legends.
If you wish to format a given paragraph as an unnumbered paragraph, simply apply a suitable format. (To do so in Word 2003, use the Styles and Formatting task pane or the Style box on the Formatting toolbar; to do so in Word 2007, use the Styles section of Home Ribbon.)
A simpler way to format the unnumbered paragraphs at the front and back of the contract would be to copy and revise text from three Word documents posted on this site, namely Word Template—The Front of the Contract, Word Template—The Back of the Contract, and Word Template—The Back of the Contract (Dated Signatures).
As a general matter, if you copy from an existing document you should take steps to ensure that you’re not also copying metadata or corrupting elements. We have done our best to ensure that templates posted on this site are free of extraneous metadata and are not corrupt.
Version of September 10, 2008
