Letting Number-Related Concepts—and Numbers!—Speak for Themselves

You can state numbers as numbers: We ate 25 pizzas!

Or you can make numbers do specialized work by grafting on to them a symbol (or, if you insist, a word) so you can state an amount of money: The pizzas cost us $536! Or to the same effect, you can state a percentage: Laquana ate 45% more pizza than she ate last night! (You could use instead the word dollars and the word percent.)

But if you’re a legalistic sort, here’s what you do instead:

What’s highlighted in orange is redundant: anything stated in dollars is necessarily an amount, so nothing is gained (and in this case, three words are lost) by referring to it as an amount.

To the same effect, what’s in purple in the following example is redundant:

And in this case, just say a EUR 15,000,000 shareholder loan:

You can also state percentages in a legalistic way:

What’s in red is redundant, because if you express interest using the percent symbol, you’re necessarily expressing a rate.

If you take this approach to its extreme, you’d say something like We ate a number of pizzas equal to five! I was confident I’d find that sort of thing on the SEC’s EDGAR system, where US public companies file their contracts. It took a while, but I found it:

Here’s how a sane person would have said that:

When can you legitimately use in an amount of, at a rate of, and a number of? When what you’re stating isn’t actually an amount of money, an interest rate, or a number. Instead, you’re saying how the amount of money, the interest rate, or the number might be calculated in the future:

  • in an amount equal to 1.00% of the gross sales price per Share
  • at a rate equal to the SOFR Interest Rate plus the Applicable Margin
  • a number of shares of Common Stock equal to the quotient obtained by dividing (i) the outstanding principal amount of this Note specified in the Election Notice plus any accrued and unpaid interest thereon by (ii) the Conversion Price , rounding down to the nearest whole number of shares

That is all.

About the author

Ken Adams is the leading authority on how to say clearly whatever you want to say in a contract. He’s author of A Manual of Style for Contract Drafting, and he offers online and in-person training around the world. He’s also chief content officer of LegalSifter, Inc., a company that combines artificial intelligence and expertise to assist with review of contracts.

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