Skip to main content

The BUSKLAW December Newsletter: Finding the "Good" on Xmas (and Nouns That Must Remain Plural)


Some folks may believe that writing well and Christmas have little in common, but I dispelled that notion two years ago in my post about writing well on Christmas. And I have uncovered additional evidence for this holiday season. 

I wasn't looking for that evidence, but it popped up in a sales contract that I was reading. The line was something like, "If any Good is nonconforming...." Wait a second. How can the "Good" be non-conforming? Wouldn't that fall to the province of the "Bad"? Then it hit me: the drafter was using "Good" as the singular of "Goods," a term of art defined in the Uniform Commercial Code ("UCC"), the statute regulating the sale of Goods adopted by almost every State. 

But not "Good." The UCC doesn't use that word. The reason is simple. Would you walk into your local dry cleaners and ask "Is my pant ready?" You would likely get a quizzical expression from the clerk who might reply, "What? Are you out of breath?"

In the same way, the word "Good" shouldn't be used as the singular for "Goods," because "Goods," like "pants," are nouns that are always plural, as in having an "s" on the end. Professor Bryan Garner in his authoritative Garner's Dictionary of Legal Usage agrees but notes that "this [singular] usage has made such inroads that it is unlikely to be stopped...although still considered unidiomatic by those with sensitive ears." Maybe I have sensitive ears, as do the drafters of the UCC where the word "Good" (as the singular for "Goods") can't be found. 

Would there ever be a need to use the singular sense of "Goods" in a contract? I can't think of any. But even so, the grammatically-correct solution is simple: just say "one or more Goods." (Thanks to legal writing guru Ken Adams for that suggestion.)

This (and similar simple fixes for legal jargon) often elude lawyers who read, write and work with contracts. The problem isn't that most lawyers can't write, but they think that they can. Or that it doesn't matter. It matters because the courts are rife with disputes over the use of legal jargon. So poor legal writing harms contracting parties and hurts the legal profession. Writing-impaired lawyers should start with perusing the Michigan Bar Journal's "Plain Language" columns indexed here. Thus begins the road to recovery. 

Might "good" be better used in a different context, say at Christmas? Charles Dickens certainly used the word correctly in this excerpt from A Christmas Carol:

But I am sure that I have always thought of Christmas time, when it has come round...as a good time; a kind, forgiving, charitable, pleasant time; the only time I know of, in the long calendar of the year, when men and women seem by one consent to open their shut-up hearts freely.

So cheers to you, may you do "good" at Christmas, and may you give and receive a few "Goods" too!  

 _____________________________________________

If you find this post worthwhile, please consider sharing it with your colleagues. The link to this blog is www.busklaw.blogspot.com and my website is www.busklaw.com. And my email address is busklaw@charter.net. Thanks! 

Comments

Popular posts from this blog

The BUSKLAW May Newsletter: The Foolhardy Practice of Using Faux Terms of Art in Your Contracts

  Most lawyers draft contracts. That's what lawyers do. And they use perceived terms of art ("TOAs") because they want to be paragons of contract-drafting precision. But here is where the canker gnaws:  the words that lawyers insert in their contracts as TOAs are actually not, potentially causing problems in clarity and interpretation. And as I've said time and again, these problems lead to disputes, and disputes lead to litigation, which is always time-consuming and expensive for the parties involved.  Let's first define TOAs in the legal context. According to Professor Bryan Garner in his Dictionary of Legal Usage , TOAs have specific, precise meanings that are "locked tight" and based on legal precedent. But then there are the faux TOAs, "whose meanings are often unhinged." Expert contract drafters, Garner says, know that clear, simple drafting is less subject to misinterpretation than using TOAs that are nothing more than "mere jargon....

The BUSKLAW Halloween 2022 Post: Stephen King's Asides on Poor Writing in Fairy Tale

  Having just read  Stephen King's Fairy Tale in time for Halloween, it's appropriate to examine his asides on poor writing included in the book. (BTW, Fairy Tale is a good read with King's typical well-executed character development, plot, and a great finish to the story. But you have like the whole Grimm fairy tale genre before you read his take on it.)  Stephen King doesn't tolerate anything less than crisp prose. When the story's hero, Charlie Reade, tries to read a book about the origins of fantasy and its place in the world matrix ("what a mouthful"), he can only scan it because: It was everything I hated about what I thought of as "hoity-toity" academic writing, full of five-dollar words and tortured syntax. Maybe that's intellectual laziness on my part, but maybe not. Later on, Charlie tries to focus on a particular chapter in the "origins of fantasy" book about the story of Jack and the Beanstalk but is put off by "t...

The BUSKLAW May Newsletter: Another Trump NDA Bites the Dust!

  In my August 2020 newsletter, we discussed lessons from the New York Supreme Court's rejection of the Trump family NDA. Drafting lesson #1 is the need to specifically describe the information covered by the NDA rather than vague references.  Unfortunately for Trump, this lesson wasn't learned, as evidenced by a recent New York U.S. District Court decision in the case of  J essica Denson v Donald J. Trump for President, Inc.   Plaintiff Denson was employed as a national phone bank administrator for the 2016 Trump campaign. Before she was hired, she signed the standard Trump employment contract containing broad non-disclosure and non-disparagement provisions. Confidential Information was defined as: ...all information (whether or not embodied in any media) of a private, proprietary or confidential nature or that Mr. Trump insists remain private or confidential, including, but not limited to, any information with respect to the personal life, political affairs, and/o...