(a) Best practice rules on drafting numbers

For identifying and finetuning the principles, I have relied on two important sources: the English Style Guide of the European Commission and the online version of The Economist Style Guide[1].

If a transaction amounts to many numbers, collect them in one single spreadsheet and double check whether they all came over. In order to avoid mistakes, it is recommended that one person in the team takes responsibility for the economics and delivers to the drafter any subsequently changing overviews of proposed or agreed amounts. If numbers will likely change, or if they are not for everyone's eyes, keep them out of the first draft versions.

To explain the principles in this paragraph, I will refer to numbers (i.e., disregarding their being expressed as a figure or in words), to figures (e.g., 1; 12; 78; 1,250; 1,563,465) or in words (e.g., three; one million).

[1]           EC DG Translation, English Style Guide - A handbook for authors and translators in the European Commission, revised edition 2009; and: http://www.economist.com/research/styleguide/

 

Simple figures

 

1)     Be rigorously consistent in the use of figures or words to express a figure.

If a provision or contract contains both figures and words, use either figures or words for all the numbers of the same category. Realise that generally, a reader comprehends figures more readily than their being reflected in words[1]. Examples:

  • Each of 15 major commodities (9 metal and 6 non-metal) was in supply.
  • but Each of nine major commodities (five metal and four non-metal) was in supply.
  • Petroleum came from 16 fields, of which 8 were discovered in 1956.
  • but Petroleum came from nine fields, of which eight were discovered in 1956.

Many US-based contract drafters prefer, however, to exclude the main figure or figures in all cases from this consistency principle, such as a purchase price, an investment or a loan principal. Such amounts might be written out in both figures and words for emphasis or certainty. In such case, do not spell out the decimals (if any). For example:

The purchase price for the Shares is EUR 697,345.45 (six hundred ninety-seven three hundred forty-five euro and 45 cent), adjusted in accordance with Article 4.

The background of this is to increase certainty: by writing a number both in figures and in words, people believe that if a misprint (of the figure) appears in the final version, its expression in words should clarify what was actually agreed. On the other hand, realise that if the numbers change during discussions or negotiations, it seems (much) more likely that the figures are properly updated whilst the parties overlook the words. There are computer applications automatically updating figures (what do you need the words for then?); there are usually several persons involved in a contract (do they focus on the figures?). Does any legal system reward typos over what was actually agreed[2]? In all cases, the files or background explanation would then provide the inevitable solution to what was in fact agreed. Since such file or explanation provides the key to the solution and because the chance of faults during a figure-update appears larger than the chance of a misspelling in the figure itself, writing a number in both figures and words seems to create a false certainty. This is why using both is discouraged here.

Clarification may nevertheless be desirable in the case of 0 (zero), or if a number in a contract clause is a remarkably low one (e.g., as in "the purchase price for the Shares is EUR 1 (one euro)") without any clarifying or otherwise justifying context.

For obvious reasons, never change a name that includes a number.

2)     Use words for simple figures from one to ten. Use figures for numerals from 11 upwards and for all figures that include a decimal point or a fraction.

Examples:

  • One, seven, 14, 975 and 6,650
  • 4.25 and 4¼
  • During the initial three years of the Term, Purchaser shall order at least 4, 8 and 21 yachts, respectively.

It may occasionally be desirable to write out round numbers up to twenty, if this would be defended in view of consistency. (All these numbers have a unique spelling that is no case the result of compounding two written-out numbers). The shift to all-figures should then be made only if one figure above twenty appears.

Do not print Roman numerals in small-capitals (but either in underscores or capitals). Note that Arabic numerals are preferable to Roman ones.

3)     Always use figures in percentages, for cross references and serial numbers, for ranges denoted by a dash, in tables, for statistics and for votes.

Examples:

  • Percentages: 4 percent;
  • Cross references and serial numbers: page 25, Article 9, Section 3, Part 2;
  • Ranges denoted by a dash: sections 3.14 to 3.15;
  • Statistics: 3 managing directors were appointed in 2008, 2 in 2009...; and
  • Votes: 6 members were in favour, 3 against, and 2 abstained.

Avoid starting a sentence with a figure; otherwise, write the number in words instead. If this does not work, try devices such as inversion:

  • Another 75 percent of the Principal Amount shall be repaid...
  • Of the total, €55 million was spent on...

Obviously, if a text that does otherwise is cited, the original choices should be copied.

4)     Principles 1 to 3 also apply to ordinal numbers (e.g., second, fourth, 12th, 51st)[3].

The cutt-off line for expressing numbers as figures or in words might deviate somewhat[4].

Ordinals should not be abbreviated as a figure extended by st, nd, rd or th. If ordinal numbers are nevertheless abbreviated, never spell as 2d or 3d (or their larger ordinals ending in -2d or -3d)[5].

Note that the adverbs firstly, second, third and fourthly have a stronger signalling effect than their equally valid counterparts first, second, third and fourth. However, none of them should be used where the enumeration would continue with fifthly (sic) and so forth.

5)     Use commas to separate grouped thousands, and points to separate round numbers from decimals (or vice versa).

The opposite usage, of points to separate thousands and commas for decimals is found in relatively few English-speaking countries (and must therefore be discouraged). Avoid the use of hard spaces and quotes (e.g., 16 000 000 and 5'200'554). Nevertheless, quotes are common in several European languages.
For example:

EUR 2,750.75 plus EUR 1,249.25 equals EUR 4,000.

Serial and page numbers are not grouped in thousands (e.g., page 1263). Telephone, fax numbers and postal codes are not grouped, other than what a national practice may ‘impose'.
In tables write:

  • EUR '000 or EUR thousand, but not: in EUR 1,000.
  • Kilotonnes, kT, thousand tonnes or thousands of tonnes, but not: in 1,000 tonnes

When translating a contract or if two language versions are printed alongside each other, do not replace commas with points in the translation.

6)     Write out hundred and thousand in words or figures as is required for consistency. For (rounded) millions or higher use figures, words or their combination.

Examples:

  • 500 or five hundred but not 5 hundred
  • EUR 3,000, €3,000 or three thousand euro but not EUR 3 thousand
  • 2.5 million, 3 million, 31 billion

When writing out (very) large numbers, do not use and, except for separating the decimals. For example: EUR 150,697,345.45 (one hundred fifty million six hundred ninety-seven three hundred forty-five euro and 45 cent).

7)     Avoid abbreviating millions by M or mln.

In several languages, the abbreviation M or m is used for thousands (e.g., in French, Italian and Spanish thousand is ‘mille' or ‘mil'). Note that in Roman numbering, M indicates one thousand. Do not abbreviate billions (or more).

When used, the abbreviation may either be preceded by a hard space[6] or be closed up where the preceding figure does not contain a space.
Examples:

  • EUR 375 000 m, GBP 864 000 bn
  • €375m, £864bn

8)     Avoid combining single-digit figures and words by using hyphens, but write out instead.

Example:

a three-year term; a five-door car

But note custom phrases such as:

40-hour week, 24-hour clock, 4-wheel drive

9)     In case of round (cardinal) amounts do not add two decimal zeros. For figures smaller than 1 precede the point by zero.

An exception may apply when consistency so requires, for example in tables or when other amounts are not round amounts (and all are part of one calculation). Examples:

  • EUR 2,750.75 plus EUR 6,000.00 plus EUR 1,249.25 equals EUR 10,000.
  • ...such excess EBITDA shall be multiplied by 8.3...
  • ...the default interest shall be further increased by 0.85...

Do not write out decimals.

10)     When two numbers are adjacent, spell out one of them.

Usually, it would be the first. Examples:

  • 140 fifty-kilogram packages
  • Seventy 44-eurocent stamps

11)     Compound numbers that are written out, take a hyphen.

Numbers below one hundred are compounded. Example:

the thirty-first day of March nineteen hundred sixty-six

12)     In combination with units of measurement that are denoted by symbols or abbreviations, always use figures.

Examples:

  • 250 kW or two hundred and fifty kilowatts
  • 205 μg or two hundred and five micrograms
  • 5 °C or five degrees Celsius

The opposite does not hold. If the units of measurement are spelled out, the numbers may be written with figures:

250 kilowatts, 500 metres.

13)     In contract clauses, use the official currency abbreviation (e.g., EUR, USD, GBP)[7] with the related amounts (that appear in figures).

This principle applies also to the use of figures in tables, formulas and texts in which figures appear largely. Similarly, always prefer the use of EUR above the €-sign. Example:

EUR 50 or fifty euro

The official plural of euro is euros. Do not capitalise euro (i.e., not Euro). The official notation of U.S. Dollars is USD and not US$ even though various style guides recommend its use in combination with figures (note that U.S. is abbreviated by points).

14)     Reserve the word amount for valuations and prices only. When applicable, the contract drafter determines unit measurements.

For example, refer to numbers of persons or companies but not amounts of persons or companies.

With figures, use a person or per person, a year or per year, not per caput, per capita or per annum. Also, use percent or per cent instead of the %-sign. Write percentage, never write %age (consider also using proportion or share).

In most non-American contexts, prefer hectares to acres, kilometres (or km) to miles, metres to yards, litres to gallons, kilos to lb, tonnes to tons, Celsius to Fahrenheit. In a US context, more familiar measurements can be used as well. Be aware, however, that American pints, quarts and gallons are smaller than their British counterparts.

[1]           Compare: § 12.1, U.S. Government Printing Office Style Manual, 30th edition 2009.
[2]           Not the Draft Common Frame of Reference Art. II.8:101 under (1) (i.e., the very first principle on contract interpretation).
[3]           The Word-shortcut-key (toggle on/off) for superscript is Ctrl-Shift =.
[4]           Bryan Garner, The Redbook, a manual on legal style, 2nd edition, Thomson 2006, § 5.2(b) identifies a cut-off at twelfth.
[5]           An exception applies to US case law citations (where this abbreviation principle is reversed).
[6]           To insert a hard space press Ctrl-Shift Space.
[7]           A complete list of official abbreviations can be found in ISO 4217.