Visit https://ebookultra.

com to download the full version and

explore more ebooks

A Manual of Style for Contract Drafting 3rd

Edition Edition Kenneth A. Adams

_____ Click the link below to download _____

https://ebookultra.com/download/a-manual-of-style-for-
contract-drafting-3rd-edition-edition-kenneth-a-adams/

Explore and download more ebooks at ebookultra.com

Here are some suggested products you might be interested in.
Click the link to download

Microsoft Manual of Style for Technical Publications 3rd

edition Microsoft Corporation

https://ebookultra.com/download/microsoft-manual-of-style-for-
technical-publications-3rd-edition-microsoft-corporation/

Fundamentals of Structural Analysis Solutions Manual 3rd

Edition Kenneth Leet

https://ebookultra.com/download/fundamentals-of-structural-analysis-
solutions-manual-3rd-edition-kenneth-leet/

Scientific Style and Format The CSE Manual for Authors

Editors and Publishers Eighth Edition Council Of Science
Editors. Style Manual Committee
https://ebookultra.com/download/scientific-style-and-format-the-cse-
manual-for-authors-editors-and-publishers-eighth-edition-council-of-
science-editors-style-manual-committee/

The Narrative of Robert Adams A Barbary Captive A Critical

Edition Robert Adams

https://ebookultra.com/download/the-narrative-of-robert-adams-a-
barbary-captive-a-critical-edition-robert-adams/
Commercial Drafting and Detailing 3rd Edition Alan
Jefferis

https://ebookultra.com/download/commercial-drafting-and-detailing-3rd-
edition-alan-jefferis/

Roots to Power A Manual for Grassroots Organizing 3rd

Edition Lee Staples

https://ebookultra.com/download/roots-to-power-a-manual-for-
grassroots-organizing-3rd-edition-lee-staples-2/

Roots to Power A Manual for Grassroots Organizing 3rd

Edition Lee Staples

https://ebookultra.com/download/roots-to-power-a-manual-for-
grassroots-organizing-3rd-edition-lee-staples/

Pipe Drafting and Design 2nd ed Edition Roy A. Parisher

https://ebookultra.com/download/pipe-drafting-and-design-2nd-ed-
edition-roy-a-parisher/

Reuse Methodology Manual for System On A Chip Designs 3rd

Edition Michael Keating

https://ebookultra.com/download/reuse-methodology-manual-for-system-
on-a-chip-designs-3rd-edition-michael-keating/
A Manual of Style for Contract Drafting 3rd Edition
Edition Kenneth A. Adams Digital Instant Download
Author(s): Kenneth A. Adams
ISBN(s): 9781614388036, 1614388032
Edition: 3rd Edition
File Details: PDF, 9.29 MB
Year: 2013
Language: english
2
Cover design by Tamara Kowalski/ABA Publishing.
Page layout by Quadrum Solutions.
The materials contained herein represent the
opinions of the authors and editors and should not be
construed to be the views or opinions of the law
firms or companies with whom such persons are in
partnership with, associated with, or employed by,
nor of the American Bar Association or the Business
Law Section unless adopted pursuant to the bylaws
of the Association.
Nothing contained in this book is to be considered as
the rendering of legal advice for specific cases, and
readers are responsible for obtaining such advice
from their own legal counsel. This book and any
forms and agreements herein are intended for
educational and informational purposes only.
© 2013 American Bar Association. All rights
reserved. No part of this publication may be
reproduced, stored in a retrieval system, or
transmitted in any form or by any means, electronic,
mechanical, photocopying, recording, or otherwise,
without the prior written permission of the
publisher. For permission contact the ABA
Copyrights & Contracts Department,
[email protected] or via fax at 312
988-6030, or complete the online form at
www.americanbar.org/utility/reprint.
Printed in the United States of America.
17 16 15 14 13 5 4 3 2 1

3
Library of Congress Cataloging-in-Publication Data
Adams, Kenneth A., 1961–
Manual of style for contract drafting / By Kenneth
A. Adams.
pages cm
ISBN 978-1-61438-803-6 (alk. paper)
1. Contracts—United States—Language. 2.
Contracts—United States. 3. Legal composition.
I. American Bar Association. Section of Business
Law. II. Title.
KF807.A33 2013
808.06’634-dc23
2012048990
Discounts are available for books ordered in bulk.
Special consideration is given to state bars, CLE
programs, and other bar related organizations.
Inquire at Book Publishing, ABA Publishing,
American Bar Association, 321 N. Clark Street,
Chicago, Illinois 60654-7598.
www.ShopABA.org

4
To my daughter, Sydney A. Adams

5
List of Tables
List of Samples
List of Figures
Preface
Introduction

CHAPTER 1 The Characteristics of Optimal Contract

Language
Contract Language Should Be Clear
Omit Archaisms
Omit Problematic Terms of Art
Use Standard English
The Myth of “Tested” Contract Language
Contract Language Should Be Precise
Contract Language Should Omit Redundancy
Limit the Use of Strings
Reject Needless Elaboration
Contract Language Shouldn’t Explain, Tell a Story,
or Persuade

6
Contract Language Should Omit Repetition
Contract Language Should Employ Usages
Consistently

CHAPTER 2 The Front of the Contract

The Title
The Introductory Clause
“Know All Men by These Presents”
Format
Reference to the Type of Agreement
What Verb to Use
Date
“Between” Versus “Among”
Identifying the Parties
The Order of the Parties
Having a Parent Company Enter into a Contract on
Behalf of an Affiliate
Parties with a Limited Role
Referring to Lists of Parties
Describing the Parties
Defined Terms for Party Names
The Defined Term “This Agreement”

7
Recitals
Function
Giving the Recitals a Heading
Enumeration
Use Simple Narrative Prose
What Verb to Use in Purpose Recitals
Premature Recital References to the Agreement
Incorporation by Reference
“True and Correct”
Defined Terms in the Recitals
The Lead-In
Wording
Consideration
Giving a Heading to the Body of the Contract
Cover Sheet, Table of Contents, and Index of
Defined Terms

CHAPTER 3 Categories of Contract Language

Preliminary Considerations
Use the Third Person
Use the Active Voice Unless the Passive Voice Is
Appropriate

8
Language of Agreement
Language of Performance
Use of “Hereby” in Language of Performance
Problematic Usages
Indicating Absence of Performance
Future Performance
Advantages of Granting Language
Language of Obligation
Language of Obligation Imposed on the Subject of a
Sentence
Language of Obligation Imposed on Someone Other
Than the Subject of a Sentence
Imposing Impossible Obligations
Obligations—Some Related Terminology
Language of Discretion
Using “May” to Convey Discretion
Be Explicit as to Whether Discretion Is Limited
The Ambiguity Inherent in “May . . . Only”
Using “May” to Convey Possibility
“May Require”
Don’t Use “At Its Sole Discretion” with “May”
“May” and the Timing and Frequency of Permitted
Actions

9
“Hereby Grants . . . the Right To”
When Exercising Discretion Requires Cooperation
“Is Entitled To”
“Is Not Required To”
Language of Prohibition
“Shall Not”
“May Not”
“Is Not Entitled To”
Don’t Use “Shall Refrain”
Other Suboptimal Usages
Collective Nouns
Prohibition by Way of an Exception to Language of
Discretion or Obligation
Choosing Between Discretion and Prohibition for an
Action Subject to a Condition
Language of Policy
Verbs in Language of Policy
Passive-Type Policies
Expressing Conditions
Conditional Clauses
Language of Policy Used to Express Conditions
Language of Obligation Used to Express Conditions

10
Language of Declaration
Statements of Fact—Using “Represents and
Warrants”
Statements of Fact—Alternatives To
Statements of Fact—Some Related Terminology
Acknowledgments
Language of Belief
Language of Intention
Language of Recommendation
“Shall” and “May” in Restrictive Relative Clauses
Selecting Which Category of Contract Language to
Use

CHAPTER 4 Layout
The Components of the Body of the Contract
Articles
Sections
Subsections
Enumerated Clauses
The MSCD Enumeration Scheme
Don’t Make Blocks of Text Too Long or Too Short
Using a Two-Column Format

11
Arranging Provisions in the Body of the Contract
Division
Classification
Sequence
Frontloading and Backending
Cross-References
Function
Wording
Updating
Headers and Footers
Page Numbers
Other Information

CHAPTER 5 The Back of the Contract

The Concluding Clause
The Two Kinds of Concluding Clause
Use “Signing” Rather Than “Executing and
Delivering”
Which Tense to Use
Using an “As of” Date in the Concluding Clause
Traditional Concluding Clauses
Avoiding Signature-Page Mix-Ups

12
The Signature Blocks
Format
Parties with Limited Roles
Seals and Deeds
Witnessing Signatures
Notarizing Signatures
Signing a Contract Electronically
Having Legal Counsel Sign
Consents
Blank Space After the Body of the Contract
Giving the Signature Page an Identifying Notation
Attachments
Kinds of Attachments
Placement of Attachments
References to Attachments
Enumerating Attachments
Exhibits
Schedules
Attachments as Part of a Contract
Virtual Attachments

CHAPTER 6 Defined Terms

13
Purpose
The Nature of Defined Terms
Selecting Defined Terms
Types of Definitions
Autonomous Definitions
Integrated Definitions
Which Type of Definition to Use
The Definition Section
Versus Defining Terms On Site
Where to Place the Definition Section
The Two-Column Definition Section
Cross-References to Definitions
The Index of Definitions
Referring to the Definition Section
If a Defined Term Is Used Before It Is Defined
Use Defined Terms Efficiently

CHAPTER 7 Sources of Uncertainty in Contract

Language
Ambiguity
Lexical Ambiguity
Antecedent Ambiguity

14
Undue Generality
Conflict
Failure to Address an Issue
Vagueness

CHAPTER 8 “Reasonable Efforts” and Its Variants

The Function of “Efforts” Provisions
The Spectrum of “Efforts” Standards
What the Different “Efforts” Standards Mean
The Semantics of “Best Efforts” and “Reasonable
Efforts”
The Semantics of Other “Efforts” Standards
The Semantics of “All Reasonable Efforts”
U.S. Caselaw
Other Caselaw
The Uniform Commercial Code
Enforceability of “Efforts” Provisions
Determining Whether a Party Has Made Reasonable
Efforts
Standard for Measuring Performance
Establishing a Benchmark
Narrowly Directed Efforts

15
Use Only “Reasonable Efforts”
Defining What “Reasonable Efforts” Means
The Core Definition
Carve-Outs
The Wording of “Reasonable Efforts” Provisions

CHAPTER 9 “Material” and “Material Adverse

Change”
“Material”
A Source of Ambiguity
How “Material” Is Used
Defining “Material”
Defining “Significant”
Using Qualifications Relating to Significance
Basic Protection
“Material Adverse Change”
Using MAC
Defining MAC

CHAPTER 10 References to Time

Points in Time
The Prepositions

16
When in a Given Day a Point in Time Occurs
Alternatives to Uncertainty
Specifying the Time of Day
Time Zones
Periods of Time
Forward-Running Periods of Time
Backward-Running Periods of Time
Don’t Use “Within”
Which Unit of Time to Use
Using “On” to Denote a Day-Long Period of Time
Another Ambiguity Relating to Periods of Time
Apportioning Quantities Per Unit of Time
The Possible Meanings of Certain Units of Time
Handling Short Periods
Apportioning Time

CHAPTER 11 Ambiguity of the Part Versus the

Whole
Plural Nouns
Subject Ambiguity
Direct-Object Ambiguity
Subject-and-Direct-Object Ambiguity

17
“And”
Subject Ambiguity
Direct-Object Ambiguity
Subject-and-Direct-Object Ambiguity
Multiple Verb Phrases
Ambiguity of Direct Object Plus Objects of
Preposition
The Effect of Adjectives
“Every X and Y” and “Each X and Y”
Adding Contingency to “And”
“Or”
Background
As Applied to Contracts
When One of a Series Linked by “Or” Is Modified
by a Conditional Clause
Plural Nouns
The Effect of Adjectives
“And/Or”
“And . . . Or”
“Every,” “Each,” and “Any”
A Case Study
Background

18
The Third Circuit’s Analysis
What Are the Possible Meanings?
Is CUNA’s Meaning Reasonable?
Is Meyer’s Meaning Reasonable?
Mixing Analyses of Different Meanings
Practical Considerations
The Risks
Whether to Eliminate Alternative Meanings
Drafting to Avoid Alternative Meanings

CHAPTER 12 Syntactic Ambiguity

Modifiers
Modifiers Preceding or Trailing Two or More Nouns
Modifiers Occurring Between Two or More Nouns
Squinting Modifiers
Modifiers of Uncertain Length
Poorly Placed Modifiers
Opening and Closing Modifiers
Closing Modifiers with Offsetting Commas
“That” and “Which”
Background
Current Usage

19
Recommendation
The Serial Comma
Inadvertent Combined Elements
Inadvertent Apposition

CHAPTER 13 Selected Usages

“Action or Proceeding”
“Affiliate” and “Subsidiary”
“Allonge”
“Anniversary”
“Annual Meeting”
“Applicable”
“Applicable” Plus Noun
The Verb “To Be” Plus “Applicable”
“As Applicable”
“Arising Out Of or Relating To”
Implications
An Alternative Approach
“As Amended”
“As Consideration”
“As Liquidated Damages and Not As a Penalty”
“As the Case May Be”

20
“Attorn”
“Automatically”
“Basis” (Including “Timely”)
“Because”
“Books and Records”
“Buy”
“Bylaws”
“Certain”
“Certify”
“Change in Control” or “Change of Control”?
“Competitive”
“Complete and Accurate”
“Consequential Damages”
“Contractual”
“Costs and Expenses”
“Coupled with an Interest”
“Deem”
Making a Release Automatic
“Default”
“Default or Event of Default”
“Has Occurred and Is Continuing”
“Disclaim”

21
“Due or To Become Due”
“Duly”
“During . . . Employment”
“During the Term of This Agreement”
“End”
“Especially”
“Execute and Deliver”
“Fax”
“Fixed Fee”
“For Any Reason or No Reason”
“Force and Effect”
“Formal” and “Formally”
“Form and Substance”
“For the Avoidance of Doubt”
“Fraud” and “Intentional Misrepresentation”
“From the Beginning of Time”
“Full-Time”
“Guarantee” and “Guaranty”
“Guarantee” (the Verb) as Term of Art
“Guarantees That”
“Here-” and “There-” Words
“In Accordance With” and “According To”

22
“Including” and “Includes”
A Source of Uncertainty
An Unhelpful Fix
Avoiding Uncertainty
Putting the General Word at the End
Related Problematic Usages
“Incorporated by Reference”
“Indefinitely” and “Perpetually”
“Indemnify”
Function
Whether to Say “Hereby Indemnifies” or “Shall
Indemnify”
“Indemnify and Hold Harmless”
“Indemnify” as a Term of Art
“Indenture”
“In Other Words”
“In Particular”
“It Being Understood”
“Joint and Several”
Theory
Practice
Procedural Implications

23
What Should the Drafter Do?
Relevance of Statutes
“Knowledge”
Latinisms
“Likely”
“Lump Sum”
“Merely” and “Mere”
Money—Stating Amounts Of
Words and Digits
Decimal Fractions
Very Large Amounts
Currencies
Provision Specifying Drafting Conventions
“Moral Turpitude”
Background
What Crime?
Involving?
Other Criteria?
What Procedural Posture?
Which Jurisdiction?
Doubling Up?
Recommendation

24
“Mutatis Mutandis”
“Mutual” and “Mutually”
“Negligence” and “Gross Negligence”
How the Terms Are Used
Confused Terminology
Recommendations
A Sample Provision
“Notice” and “Prior Notice”
“Notice”—Using an Apostrophe with Periods of
Time
“Notwithstanding,” “Subject To,” and “Except as
Provided In”
“Notwithstanding”
“Subject To”
“Except as Provided In”
Eliminating Nullified Provisions
“Novation”
“Only”
“On the One Hand . . . On the Other Hand”
To Indicate Which Conjunction Has Scope Over the
Other
To Divide a List into Two Categories
Used Unnecessarily

25
Parentheses
“Party” as an Adjective
Percentages
“Personal Delivery”
“Prevailing Party”
“Product” and “Units of the Product”
“Promptly” and “Immediately”
“Promptly”
“Immediately”
The Semantics
Recommendation
“Proprietary”
“Provided That”
“Reasonable” and “Reasonably”
Reasonableness and Good Faith
Whether to Use a Reasonableness Standard or a
Good-Faith Standard
Using Both Standards Together
“Remediate”
“Remit” and “Remittance”
“Respective” and “Respectively”
“Respective”

26
“Respectively”
“Rightfully” and “Rightful”
“Said” Used as a Pointing Word
“Same” Used as a Pronoun
“Satisfactory”
“Shareholder” or “Stockholder”
“Shareholders Agreement”
“Signatory”
“Sole” and “Exclusive”
“Sole” and “Exclusive” in Licensing
“Sole and Exclusive”
“Solicit”
“Specific”
“Substantial” and “Substantially”
“Such As”
“Such” Used as a Pointing Word
“Survival”
Survival of Claims
Survival of Provisions
Survival of Representations
“Termination” and “Expiration”
What to Use in Termination Provisions

27
Referring to Termination Provisions
“Termination for Convenience”
The Implications of “Termination for Convenience”
Alternative Language
“Terms and Conditions”
“That Certain”
“The Earlier [or Later, Greater, or Lesser] of X and
Y”
“Therefor”
“Third Party”
“Throughout the Universe”
“Time Is of the Essence”
“Together With” and “As Well As”
“To the Extent Permitted by Law”
Trademarks—References To
All Capitals or Initial Capitals?
Registration Symbol or No Registration Symbol?
Relationship to Trademark Guidelines
“Unless and Until”
“Unless the Context Otherwise Requires”
“Unless the Parties Agree Otherwise”
“Very”

28
Virgule, Also Known as the Forward Slash
“Warrant,” “Warrant Certificate,” and “Warrant
Agreement”
“Warranty” and the Verb “Warrant”
Background
Definition of “Warranty” and “To Warrant”
Using the Verb “Warrant” to Introduce a Statement
of Fact
Don’t Use the Verb “Warrant” to Introduce an
Obligation
Using the Word “Warranty”
Whether Singular Means Plura
The Role of “Any”
A Balanced Approach
“Willful” and “Willfully”
“Without Limiting the Generality of the Foregoing”

CHAPTER 14 Numbers and Formulas

Words or Digits
Formulas
Using Prose
Using Mathematical Equations
Consecutive Ranges of Numbers

29
Distinguishing Between “Stepped Rates” and
“Shifting Flat Rates”
Gaps and Overlaps

CHAPTER 15 Provisions Specifying Drafting

Conventions
Provisions That Might Be Moderately Useful
Provisions That Should Be Redundant
Provisions to Avoid

CHAPTER 16 Typography
Fonts
The Usual Suspects
Constraints on Choice
Serif and Sans Serif
Justification
Emphasis
Emphasizing Names and Article Headings
Emphasizing Section Headings and Defined Terms
What Not to Emphasize
Emphasizing Provisions
Font Size

30
Characters per Line
Line Spacing
Space After Punctuation
“Curly” and “Straight” Quotation Marks and
Apostrophes
First-line Indents
Design Embellishments

CHAPTER 17 Drafting as Writing

Don’t Make Sentences Too Long
Keep Subject, Verb, and Object Close Together
Don’t Bury Verbs
Avoid Gender-Specific Language
Don’t Use Lawyerisms
Other Wordy Phrases
“To the Extent That”
“The Fact That”
“There Is” and “There Are”
Use Possessives
Don’t Overuse Initial Capitals
The Extraneous “The”
Don’t Use “(s)”

31
Contractions
Punctuation

CHAPTER 18 Amendments
Amending, or Amending and Restating
Title
Introductory Clause and Recitals
The Lead-in
Language of Performance
Distinguishing Between Amending and
Supplementing
Adding, Deleting, and Replacing Language
Change Affecting Part of a Provision
Change Affecting an Entire Provision
Layout

CHAPTER 19 Letter Agreements

Function
Components
Sender’s Address
Date
Recipient’s Address

32
Salutation
Introductory Sentence
Substantive Terms
Closing Sentence
Sender’s Signatur
Recipient’s Signature

CHAPTER 20 Drafting Corporate Resolutions

The Title
The Lead-in
Recitals
Resolutions
Where to Place the Verb “Resolve”
Factual Resolutions
Suasive Resolutions
Don’t Use Language of Obligation
The Concluding Clause
Wording
What Date to Use
Counterparts
The Signature Blocks
Attachments

33
A Sample Written Consent, “Before” and “After”

Appendix 1
Appendix 1-A: Before
Appendix 1-B: Before, Annotated
Appendix 1-C: After
Appendix 2
Certain Works Cited
Cases Cited
Index
About the Author

34
Table 1 Language of Performance
Table 2 Language of Obligation Imposed on
Subject of Sentence
Table 3 Language of Obligation Imposed on
Someone Other Than Subject of
Sentence
Table 4 Language of Discretion: “May”
Table 5 Language of Discretion: “Is Entitled
To”
Table 6 Language of Discretion: “Is Not
Required To”
Table 7 Language of Prohibition
Table 8 Language of Policy
Table 9 Conditional Clauses
Table 10 Conditional Clauses—The Matrix
Clause
Table 11 Language of Policy Used to Express
Conditions
Table 12 Language of Obligation Used to
Express Conditions
Table 13 Language of Declaration
Table 14 Language of Belief

35
Table 15 Language of Intention
Table 16 Language of Recommendation
Table 17 Misuse of “Shall” and “May” in
Restrictive Relative Clauses

36
Sample 1 Title and Introductory Clause
Sample 2 Recitals
Sample 3 MSCD Enumeration Scheme,
“Articles” Version
Sample 4 Staggered First-Line-Indent Format
Sample 5 Staggered Hanging-Indent Format
Sample 6 Integrated and Tabulated Enumerated
Clauses
Sample 7 Tabulated Enumerated Clauses
Followed by Dangling Test
Sample 8 MSCD “Sections” Enumeration
Scheme in Two-Column Format
Sample 9 The Concluding Clause and Signature
Blocks—Date Stated in Introductory
Clause
Sample 10 The Concluding Clause and Signature
Blocks—Signatures Dated
Sample 11 Popular Typefaces
Sample 12 Justification
Sample 13 Emphasis
Sample 14 Font Size
Sample 15 Line Spacing

37
Sample 16 Use of Italics in Amendments
Sample 17 Letter Agreement
Sample 18 “Before” Version of Written Consent
Sample 19 “After” Version of Written Consent

38
Figure 1 Extract from U.S.
Mergers-and-Acquisitions Contract
Figure 2 Extract from Australian Lending
Agreement

39
WHAT HAS CHANGED
Welcome to the third edition of A Manual of Style
for Contract Drafting.
The first edition appeared in 2004. I wrote it while
still a practicing corporate attorney, so in my
attempts to master contract language I was
necessarily something of a dilettante. That changed
in 2006, when I made the study of contract drafting
my livelihood. That focus meant that the second
edition, which came out in 2008, was a very
different book—entirely redesigned, significantly
expanded, extensively rewritten.
Since then I’ve been engaged in the same range of
activities that gave rise to the second edition. I’ve
continued to blog, originally at AdamsDrafting, then
at The Koncise Drafter, now at Adams on Contract
Drafting. Blogging has allowed me to air new ideas,
chew over problems, hear of new developments, and
engage with like-minded readers to an extent that
otherwise would have been impossible. Since the
second edition was published, I’ve posted more than
800 blog items, many of them representing my first
treatment of issues addressed in this edition.
I’ve continued giving public seminars in the United
States with West LegalEdcenter and in Canada with
Osgoode Professional Development, as well as

40
 in-house seminars at companies, law firms, and
government agencies. I’ve also presented public
seminars in Australia, Malaysia, Thailand, and
Switzerland; that has given me a better sense of how
drafting usages vary, or don’t, from country to
country. And I’ve continued teaching at the
University of Pennsylvania Law School. I’ve
learned a great deal from seminar participants and
my students.
One new development is that I’ve launched
Koncision Contract Automation. By 2011,
document-assembly technology and my
understanding of my subject had both developed
enough to allow me to take a baby step toward
commoditizing contract language. Koncision’s
proof-of-concept product is a
confidentiality-agreement template, available for
free. Compiling the language for that template
allowed me to test some of my recommendations
and explore new issues.
Thanks to the wealth of material I had to draw on,
there is much that is new in this edition. I also
moved some sections, and I retooled much of the
prose. Here’s an overview of the changes:
• Introduction. Extensively revised.
• Chapter 1 (The Characteristics of Optimal Contract
Language). New; includes some topics previously
addressed in the introduction, in what is now chapter 7,
and in what is now chapter 17.
• Chapter 2 (The Front of the Contract). Significantly
expanded by integrating new material throughout.

41
• Chapter 3 (Categories of Contract Language). Greatly
expanded by integrating new material throughout; by
adding new sections on language of belief, language of
intention, and language of recommendation; and by
adding, from what is now chapter 13, an expanded
discussion of represents and warrants.
• Chapter 4 (Layout). Significantly expanded by integrating
new material throughout.
• Chapter 5 (The Back of the Contract). Slightly expanded.
• Chapter 6 (Defined Terms). Slightly expanded.
• Chapter 7 (Sources of Uncertainty in Contract Language).
Significantly expanded by integrating new material
throughout and by adding sections on antecedent
ambiguity and failure to address an issue.
• Chapter 8 (“Reasonable Efforts” and Its Variants). Slightly
expanded.
• Chapter 9 (“Material” and “Material Adverse Change”).
Slightly expanded.
• Chapter 10 (References to Time). Significantly expanded by
integrating new material throughout.
• Chapter 11 (Ambiguity of the Part Versus the Whole).
Significantly expanded by adding a section on the
ambiguity that arises when one of a series linked by or is
modified by a conditional clause, and by adding a case
study. Revised the sections on the effect of adjectives and
cumulation of attributes.
• Chapter 12 (Syntactic Ambiguity). Significantly expanded
by adding a section on closing modifiers with offsetting
commas and a section on the serial comma.
• Chapter 13 (Selected Usages). Expanded by more than
two-thirds (in terms of the number of paragraphs).
• Chapter 14 (Numbers and Formulas). Slightly expanded.

42
• Chapter 15 (Provisions Specifying Drafting Conventions).
Largely unchanged.
• Chapter 16 (Typography). The section on fonts rewritten;
otherwise largely unchanged.
• Chapter 17 (Drafting as Writing). Shorter, because some
sections were moved to chapter 1.
• Chapter 18 (Amendments). Largely unchanged.
• Chapter 19 (Letter Agreements). Largely unchanged.
• Chapter 20 (Corporate Resolutions). Largely unchanged.

ACKNOWLEDGMENTS
I owe a great debt to the readers of my blog, at its
different addresses, who have offered me comments
and suggestions. My commenter hall of fame
includes Michael Fleming, Eric Goldman, and Chris
Lemens. Steven H. Sholk has been a prolific source
of leads. Mark Anderson has provided a valuable
English-law perspective. Brian D. Rogers and
Bradley B. Clark have provided welcome
encouragement. And Glenn D. West has been
gracious enough to chime in when I’ve asked for the
benefit of his unmatched expertise in some key
areas.
I owe particular thanks to Gregory M. Harris. He
gave a substantial portion of the manuscript of this
edition a thoroughgoing review of the sort that an
author can only dream of. He corrected me on some
important points, persuaded me to refine how I
present analyses and make recommendations, and
pointed out some annoying tics in my prose. Meade

43
Ali, Ajay Krishnan, Chris Lemens, Vance R. Koven,
Brian D. Rogers, and Steven H. Sholk also provided
many valuable comments on the manuscript. And a
squad of volunteers too numerous for me to name
here read extracts of the manuscript and flagged an
array of issues needing my attention. Thank you, all.
I was very fortunate that Rodney Huddleston,
coauthor of The Cambridge Grammar of the
English Language, was kind enough to read a
version of chapter 11 (Ambiguity of the Part Versus
the Whole) and offer detailed comments. The
assistance that Professor Jeffrey P. Kaplan of San
Diego State University and Dr. Colin Sparrow of the
Mathematics Institute of the University of Warwick,
England, rendered in connection with the previous
editions carries over into this one, and so do my
thanks to them.
Thanks to encouragement and support from Stephen
W. Seemer, West LegalEdcenter now offers my U.S.
live seminars, various webcasts, and my book The
Structure of M&A Contracts. And I continue to
benefit from the enthusiasm and determination of
Heather J. Gore of Osgoode Professional
Development.
I’ve benefitted greatly from my relationship with
Tim Allen and his colleagues at Business Integrity,
developer of ContractExpress, the leading
document-assembly software. Their support allowed
me to launch Koncision Contract Automation, and
I’ve had a blast getting to grips with their amazing
product. Tim and I see eye to eye on the current

44
state of contract drafting and prospects for the
future, and I greatly enjoy our occasional dinners
together in cities around the United States.
I continue to rely on Bruce T. Wilson for
good-humored counsel and friendship. And I remain
indebted to Steven Pappas for helping to smooth my
transition from law-firm associate to freewheeling
contract-drafting guy.
My wife, Joanne, continues to be an indefatigable
source of love, tolerance, good humor, and
old-fashioned hard work. My daughter, Sydney,
stands to be far more accomplished and engaged
than her father. The support of Joanne’s parents,
Steve and Toni Kourepinos, continues to be
invaluable. But Max the Pekingese, my industrious
assistant while I wrote the second and third editions,
is no longer with us.
Although my mother has since passed away, I’ll
repeat the paragraph that rounded out the
acknowledgments in the second edition:
One agreeable aspect of what I now do is that I’m
unexpectedly revisiting, in an altogether more
concerted way, the affinity for English usage that
was routinely on display around the Adams family
dinner table. My mother Florence, my late father
Charles, and my siblings living (Charles, Jr. and
Christine) and departed (Adrian, Louise, and
Andrew) created a fertile mix of intellect and
idiosyncrasy. I thank them for it.

45
Another Random Scribd Document
with Unrelated Content
picture, the strip of shining oak floor, the figure of the girl with her
head thrown back, and her body, with its snake-like movement,
winding free of the cloak.
Who was she? this girl. She had come in that carriage. She had been
let in out of the autumn night. I had seen her taking off her cloak. I
knew nothing more about her, so why—why did my heart become all
of a sudden so fussy and fluttering like a bird disturbed in its nest,
why—ah, it seemed to me that with her had been let in the far-off
sound of that ghostly horn, with her had been let in the unseen
falcon whose claws were now again resting upon my wrist—moving,
moving, as the body they supported balanced itself uneasily,
tightening now as the balance was nearly lost, loosening now as it
was regained.
I sat listening. Not a sound. These great oak doors were so thick
that a person might walk about in the hall and not be heard in the
library. The clock on the mantel gave the little hiccup it always
makes at five minutes to the hour; I looked up at the dial, it pointed
to five minutes to nine.
Then a knock came to the door. I started and turned round. It was
only the old butler. I felt just as if a bucket of lukewarm water had
been emptied on me,—deep disappointment, why I felt so I can't
tell. He wanted to know if I required anything more to eat—supper.
No, I required nothing to eat.
He stood shuffling at the door as if he wanted to say something, his
dismal old face looked more troubled than ever. I thought for a
moment he was going to cry. Then suddenly he shut the door and
came across the room. He stood before me, twiddling a book that
lay on a little table. He looked at the carpet, then at the fire, then at
me, then he spoke—
"I have been in the service of the family forty and nine years,
ma'am."
"Have you?" I answered, I didn't know what else to say.
"Forty and nine years come next October. Oh, ma'am, I've seen
strange things in those years, and—the world's a strange place."
"It is."
"Ma'am, Miss Geraldine knows you are here, and she will come in to
see you presently."
"Miss Geraldine—was—was that the young lady—I mean, was it she
who arrived in the carriage just now?"
"It was, ma'am, and that's why I want to tell you. Mr James told me
to tell you; it's only beknownst to Mr James and I—God help me—
God help us all—Miss Geraldine—is a boy."
"A boy," I said, half rising out of my chair; "what do you say—how—
how can a girl be a boy?"
"Hush, ma'am, for the love of God don't speak above your breath.
People may be listening, and no one knows it, not even Miss
Geraldine herself."
I was sitting now with my mouth hanging open like a trap; I must
have looked the picture of a fool.
"Not even herself, God bless her sweet face, not even herself, and
that's not the worst, ma'am,—she is a girl, though she's been born a
boy."
The old fellow had suddenly collapsed into the easy chair opposite to
me; he had taken his face between his scraggy old hands, his head
was bent between his knees, the light of the lamp fell on the shiny
black back of his coat. I shall never forget him as he sat there,
speaking between his legs as if to someone under the chair.
"She's Beatrice Sinclair, that's who she is, and they must be blind
who don't see it. Beatrice Sinclair, Beatrice Sinclair, she, the one that
was killed long and ages ago by Sir Gerald. Beatrice Sinclair, whose
picture is in the gallery, and that's who she is, that's who she is."
He was rocking about and droning this out like a dirge. I can tell you
I felt shivering and fascinated. Then all at once he sat up and
seemed to remember himself. I saw tears on his poor old face. He
seemed trying to rise out of the arm chair.
"Sit down, don't get up," I said. "Tell me, for I must know, tell me
exactly what you know, tell me all about it, and how it is that Miss
Geraldine is—what she is."
"It was done to avoid the evil chance, ma'am."
"What do you mean?"
"You must know, ma'am, that the two houses of Sinclair and Wilder
——"
"Yes, I think I know what you are going to say; you mean that the
Sinclairs have always killed the eldest sons of the Wilders,—it's a
kind of fate. Mr James Wilder told me all about it."
"Yes, mam, that's it. Well, when this child was born Mrs Wilder only
survived the birth some two hours, and Mr James, almost mad with
grief at her death, seemed like a thing gone silly; then, after some
weeks, he quieted down, and all the love he had for his wife seemed
to settle on this his only child. It was a boy, and that, mam, was the
trouble; if it had been a girl! but no, it was a boy, and the eldest and
only boy, and doomed, that was Mr James' word, I've heard him
speaking it to himself as he has stood looking out of the window at
the park, the one word, 'doomed—doomed.' He took me into his
confidence, he said to me once, 'The Sinclairs ride through my
dreams, their ghosts are round me, but they shall not have my
child.' He would have gone mad, I do believe he would, only that he
thought of a plan. He took me into his confidence, and between us
we did it. The child's name was changed from Gerald to Geraldine,
and the child was brought up as a girl. No one in the house knew;
all the servants were dismissed but me, 'We are safe now,' said Mr
James. Ma'am, do you know that from the lodge gates this park is
surrounded by a stone wall, sixteen miles long and six feet high? it
cost a mine of money, but it was built. Do you know that Miss
Geraldine has never been beyond that wall? There are sixty and
more miles of drives all through the park, and there the horses that
draw her carriage can go at a gallop and go all day without crossing
the same ground twice over. There are lakes, and fountains, and
imitation rivers, and that's the world she's only known. It cost two
hundred thousand pounds a-doing, but it was done. Well, ma'am,
things went like a marriage bell till Miss Geraldine was past fourteen;
then one day Mr James came out of the picture gallery with his face
like a ghost, and he caught me by the arm so that I thought I'd have
screeched with the pain of it, and he says, 'James, James, the
Sinclairs have got us.' Those were his very words, and with that he
led me into the gallery, right to the ebony frame with Mr Gerald's
picture and the picture of Beatrice Sinclair, and there, sure enough,
was the likeness. Miss Geraldine had grown the living image of Miss
Beatrice Sinclair; we hadn't noticed the likeness before, but it was
there, sure and sorrowful.
"After that Mr James fell away, like. He took to the opium, and took
to it awful. He followed Miss Geraldine like a dog. He had it in his
head that he was doomed to kill her, till, it was three years ago now,
ma'am, Mr James, who had taken to spiritualism, got a message
saying that the last of the Sinclairs was alive and doomed to kill the
last of the Wilders, that the only chance was to bring them together
and leave them to fate.
"Then Mr James began to search for this—this last of the Sinclairs.
He searched the world, that he did; his agents went to all foreign
parts, to India and everywhere, till a few days ago, and I got
telegram after telegram from him to prepare the house, that he had
found the person he wanted. Oh, I was glad, that I was, when I saw
you, ma'am, I nearly fell on the ground."
"You think I am like Mr Gerald?"
The old fellow made no answer for a moment, then he got up off his
chair to go.
"Ma'am, you'll excuse my sitting in your presence, you'll excuse my
talking so free, but I am old, and I have grown to love that child as
if it was my own, it's that sweet and that innocent, and, saving your
presence, ma'am, doesn't know what a man is, or a woman is
neither. I've heard talk of angels, but there never was an angel more
innocent, no, nor more sweet; and to think of harm coming to it, it
that is so unharmful. It wrings my heart, the thought of it do;
many's the night, ma'am, I've woke in a sweat thinking I've heard
the trumpeter, but it's been only ringing in my ears——"
"The trumpeter, what do you mean?" I asked.
"The ghost, ma'am, Sir—Sir Gerald's ghost, it comes through the
passages at midnight blowing a trumpet always before the eldest
son is killed. Oh, ma'am, it's a fearful sound and a fearful sight."
"When was it heard last?"
"Twenty-three years ago, ma'am, the night before Mr Reginald was
killed by Mr Wilfred Sinclair."
Twenty-three years, that was exactly my age.
"It has not been heard since, not even at Mrs Wilder's death?"
"No, ma'am, that trumpet never sounds for the death of women, not
for no one, only the eldest son who is about to die."
"Did anyone hear or see this trumpeter the last time he came?"
"I did, ma'am, see him, and hear him both."
"Tell me about it. Did you see his face?"
"No, ma'am." Somehow I knew the old fellow was telling a lie, and
that he had seen the trumpeter's face, but I said nothing.
"No, ma'am, not distinctly so to say. I was a young servant then, an
under-butler, and in the night, when I was sound asleep, I suddenly
woke and sat up to listen. The house was as still as death, and there
was nothing to hear, yet I sat listening and listening and straining my
ears, waiting to hear something that I knew would come. Oh,
ma'am, I needn't have strained my ears, for suddenly the most awful
blast of a trumpet shook the house, I sickened, and thought I'd have
died, for though I knew nothing of the ghost, or the history of the
house, I knew that the sound of that trumpet was not right; it
stopped for a moment after the first blast, and then it came again,
louder and louder. I rushed out of my room into the dark passage,
then, ma'am, I ran down the passage and down the servants'
staircase until I found the first floor. I ran down the corridor till I
came to the great staircase overlooking the hall, and there I saw
him. There was no light, but I saw him, for there was light all round
him. He was crossing the great hall when I caught a glimpse of him.
His long black hair was tossed back, and he had to his mouth a
great, glittering, silvern trumpet, and I could see his cheeks puffed
out as he blew. He was dressed like the portrait of Sir Gerald."
"You think it was Sir Gerald's ghost?"
"Yes, ma'am, he has been recognised over and over again."
"Did anyone else hear him?"
"No, ma'am, only me. I told the master about it next day. No one
had heard it but me. Then the message came to say Mr Reginald
was dead."
I sat silent for a moment, listening to the wind as it sighed outside,
then I said—
"Do you expect to hear the trumpeter again?"
"No, ma'am, not since you've come."
"How is that?"
The old fellow hung his head.
"Come now," I said; "tell me this. Don't you think you see the ghost
in the flesh? I am exactly twenty-three, and it is twenty-three years
since the trumpeter has been. Do you not think that my coming is
the return of the trumpeter—without the trumpet?"
I shall never forget the old man's face as I said this; it absolutely
became glorified with—what—I don't know, perhaps hope.
"Oh, ma'am," said he, "I did see the trumpeter's face, despite the lie
I told you; it was your face, line for line. But you will never hurt the
child, that I know, for the good God has sent you into the flesh, and
it's as much as if He had said the trumpet shall never be heard
again, which is saying the eldest son will never be killed again by the
Sinclairs."
Then the old fellow left the room and shut the door.
And I sat brooding over the fire, half-pleased, half-frightened, half-
dazed. The old butler's manner all through his conversation had
been just like James Wilder's in London. They both seemed to
consider me as something to be feared and propitiated.
And this Geraldine, this extraordinary being whose fate seemed
wound up in mine, why should they fear any hurt to this Geraldine
from me? I could not hurt a fly, much less this creature whom I had
begun to like instinctively already.
Did anyone ever hear of such a thing as to bring up a boy as a girl?
Only that weird looking James Wilder, with his round back and his
opium decanter, could have thought of such a thing; she—he—she,
what shall I call him or her? She was going to pay me a visit to-
night; when would she come? What was she doing now? at supper
perhaps, what was she having for supper?
A tap at the door.
The handle turned, and the door opened.
 CHAPTER X
WE MEET

And this was Geraldine Wilder, or Gerald—Geraldine Wilder, if you

please.
This half ghostly being, with brown rippling hair and a face like the
face of a wild rose. And the dress of wonderful black lace that
seemed draped round the slight figure by the fingers of the wind,
and the milk white neck, rising like the stem of some graceful flower
to support the small brown head, and the elegance of the whole
apparition. I love to think of it even still. But it was Beatrice Sinclair.
Oh, yes, beyond any manner of doubt, it was Beatrice Sinclair, and
as we gazed at each other for one short second the claws of the
falcon tore at my wrist.
Then this vision of the past came across the room and held up its
face to be kissed. And it was like two dead lovers kissing through a
veil—so it seemed to me. And yet I could have laughed as she sat
down in the great arm chair opposite mine, to see the subtle turn of
the body with which she arranged the train of her dress, the graceful
manner of sitting down, and then to remember that "Miss Geraldine
was a boy;" and then the glimpse of immaculate white petticoat! it
seemed like a witticism one could not laugh at because one was in
church.
I laugh now as I think of it, at least I smile, for I haven't strength to
get up a real laugh, and then somehow I cry, perhaps because I am
so weak.
Geraldine sat down, and then we began to talk. I talked at random,
for I was so busy examining and admiring her I couldn't think of
other things. The little division at the end of the nose seemed
somehow the most delightful thing I had ever seen, except maybe
the arched instep of the tiny foot that peeped like a brown mouse
from beneath the skirt.
What a lout I felt beside her. I felt awkward, and stupid, and just as
a mole might feel if it were made to sit in the sun. I began to stutter
and stammer, and might have made a dreadful fool of myself, only
that the recollection shot up in my mind, "she's a boy"; as long as I
kept that in mind I was all right, but the instant I began to think of
her as a girl, my stupidity returned.
We talked, mercy, what modest and innocent talk, the whole college
of Cardinals and the old Pope himself might have listened and been
the better for it, but they would not have been much the wiser.
"Gerald—I mean Geraldine—how old are you?"
"I am sixteen years."
"You have never been away from home, you have never seen a
city?"
"What is a city?"
"Oh, it's a place, a horrible place where it's all smoke, and houses,
and noise."
Geraldine shook her head. She could not imagine what such a place
as this could be like.
"Are there many more people in the world from where you come?"
asked Geraldine after a pause, resting her chin on her hand and
gazing at me with a deep, far-away look, as if she recognised me
dimly but was not quite sure.
"Oh, yes; but has your father never told you about the world and the
people in it?"
"No," said Geraldine, with a shake of the head; "he told me it was a
bad place, and I must never go there, that was all."
"Have you never wished to go there?"
"No, never, till—till now."
"Why now?"
"I would like to go there if it is the place you come from."
Geraldine was gazing at me now intensely—I know no other word—
with eyes that seemed appealing to me to say something; never had
I been gazed at so before.
I could only falter out, "Why?"
"Because," said Geraldine, "I think I know where you come from, I
think I have seen you there, but it was in a dream, and we were not
dressed as we are, but I am not sure. Who are you?"
I have never heard anything so soft and yet so full of a kind of fire
as those words.
"Has not your father told you, Geraldine?"
"No—he said a lady was coming to see me, but that was all."
"I am Beatrice Sinclair, Geraldine."
"But that is only a name."
A thought shot like a horrible zig-zag firework through my brain; it
was, "Geraldine, I was once your murderer."
Then bang from tragedy to comedy. I began to laugh, for no earthly
reason, and Geraldine caught the laugh as it flew on her beautiful
lips, and we both laughed at each other like two children—at
nothing. Then we talked for an hour about—nothing.
As Geraldine vanished that night to her own rooms I called her back,
and she came back from the dark corridor like a beautiful ghost.
I only wanted to kiss her again, but she seemed to think that a
perfectly good reason for my calling her back.
Then I went to bed and cried like a fool; then I got out of bed and
hunted round the room in the dark, guess what for—a match-box,
guess what to find—my cigarette box. I really think I must once
have been a man.
 CHAPTER XI
THE LITTLE BLACK BOOK

I found it, and having lit the candle by my bedside I got back into
bed and began to smoke. The fumes of the tobacco, the utter
silence of the house broken only by the occasional sighing of the
wind in the trees outside, the exquisite room in which I was lying
with its painted ceiling and rose petal coloured hangings, the image
of Geraldine, all combined to produce in my mind a sort of delicious
intoxication.
I saw now vaguely the wonderful dream that was beginning to
unfold around me, the fairy tale of which I was to be the hero. I saw
once more the face that had come back from the dark corridor to be
kissed—ah me!
My hands rested upon a little black covered book, I had found it
upon the mantelpiece, and had taken it into bed with me, thinking to
put my cigarette ashes upon it. Instead of that I had shaken them
off, without thinking, upon the floor.
I opened it. The first thing I saw was the picture of a skull drawn in
faded ink upon the yellow title-page. Then, under the skull, written
in what, even in those old days, must have been a boy's scrawl, this
—
"The blacke worke of deathe herein sette downe is bye ye hande of
Geoffry Lely hys page."
Whose page? I knew well.
Then, on the next leaf, in the same handwriting, but smaller and
more cramped, I read the following. It was written in the old English
style, and the queer spelling of the words I cannot imitate, as I write
only from remembrance.
"Before daylight of that dark and bloody day a week agone now, by
lantern light we left the court-yard and rode down the avenue, Sir
Gerald on his black horse Badminton, I on the bay mare Pimpernel.
In the black dark of the avenue nothing could I see, but followed,
led by the sound of Badminton's hoofs, the clink of Sir Gerald's
scabbard, and the tinkling bells of the little hawke that sat hooded
and drowsing upon his wrist.
"Had I followed a common man I might have asked of him what
place hath a hawke on the wrist of a man with a sword by his side
and pistols at his holster, but Sir Gerald I have followed my life long
without question, and without question would have ridden behind
him to death.
"In the road beyond the darkness of the trees we paused, each at
five paces from the other; the clouds in the easternmost part of the
sky were all cracked where the day was breaking through; a dour
and dark morning was it, and no sound to hear but a plover crying
weep, weep, and the little tinkle ever and anon of the hawke's bells.
"I watched the wind toss Sir Gerald's black hair and lift the plume of
his hat, and let it fall, and lift it again, and let it fall, light as if 'twere
the fingers of a woman at play with it. He was resting in his saddle
as if a-thinking, then touching Badminton with the spur, he led the
way from the road on to the moor, the two horses' hoofs striking as
one.
"We passed the shoulder of the hill and down to the Gimmer side,
and there by the river we stopped again and Sir Gerald sat and
seemed a-listening to the mutter of the water and the wuther of the
wind in the reeds; but he was in sore trouble, that I knew by the
way his head was bent and by the sighs that broke from him ever
and anon.
"And where his trouble lay I knew, for I had but to look the way his
head was turned, and see Castle Sinclair, all towers and turrets, set
up against the morning which was breaking quickly out from under
the clouds.
"As we sat I heard a horn sounding beyond the river bank and the
yelp of a hound blown on the wind thin and sharp, and in the
distance, crossing the ford of the Gimmer, I saw three horsemen;
they were Sinclairs, that I knew,—General James Sinclair rode first, I
could tell him by the great size of himself and his horse, and of the
other two I knew one to be Rupert and the other George, but which
was which no eye of mortal could tell in the dim light that was then.
"They passed the ford and rode away, a huntsman following close
on, seeming to move in the midst of a waving furze bush, which was
the hounds in full pack, and the last of them we heard was the toot
of the horn sounding over the hillside.
"Then Sir Gerald touched Badminton again with spur, and we rode
along the river bank to the ford, still warm from the crossing of the
Sinclairs; and the ford behind us, we set our horses' heads straight
for Castle Sinclair.
"The morning was up now, and we could hear the cocks a-crowing
from the barnes lying to the thither side of the castle. In the
courtyard we drew bridle, and Sir Gerald dismounted and threw his
reins to me.
"At the open door above the stone steps stood Mistress Beatrice
Sinclair herself; she held in her hand a silver stirrup cup. Without
doubt she had lingered at the door from seeing the huntsmen off to
their hunt, held mayhap by the fineness of the morning.
"I saw Sir Gerald advance to her, his plumed hat in hand, and they
passed into the great hall so that I could not see them more, and
there I sat to wait with no sound to save me from the stillness but
the cawing of the rooks in the elm tops below, and the grinding of
Badminton's teeth as they chawed on the bit.
"The clock in the turret struck six, and I sat a-thinking of Mistress
Beatrice Sinclair, holding her beautiful face up to the eye of my
mind, and putting beside it for contrast the dark face of Sir Gerald.
Then the clock struck seven and Badminton he struck with his hind
hoof on the yard pavement and neighed as if calling after his master.
"Then five minutes might have gone. I saw Sir Gerald's figure at the
door, his face white as the ashes of wood, and he stumbling like a
man far gone in drunkness. But drunkness it was none and that I
knew, but some calamity dire and fell, and I put Badminton up to
the steps in a trice, for I read the look in Sir Gerald's black eye which
meant 'flight.'
"As he rose into the saddle a window shot open above, and a
woman's voice cried, 'Stop them, stop them, my lady is dead, he has
killed her!' Then, reeling in my saddle with the horror of the thing, I
put the bridle rein to Sir Gerald's hands. He heard and saw nothing,
that I knew by his eyes and his face, so, leaving Pimpernel to care
for herself, I sprang on Badminton behind Sir Gerald, and taking the
reins with my hands stretched out, I put spurs deep into his sides.
"The wind rushed in my ears and the cries of the woman grew faint;
down hill we tore, I heard the splashing of the Gimmer water round
Badminton's legs and the hoofs of him rattling on the pebbles of the
ford. Then I heard behind me the clashing of the alarum bell of the
castle.
"Something in Sir Gerald's right hand, hanging loose, took my eye,
and I sickened at the sight, for it was the body of the little brown
hawk crushed to death.
"I looked back, Castle Sinclair stood out against the blood red of the
sky. Up suddenly against us rose a great man on a black horse. It
was General James Sinclair spurring for the castle; he threw his
horse on his haunches. Badminton he reared, and Sir Gerald fell
forward before me on his neck, his dark hair all mixed with the
mane. Then I drew rein, I called to Sir Gerald, but no answer made
he; his lips were blue, dead he was as the little hawk crushed in his
hand, dead as Mistress Beatrice Sinclair, poisoned with the selfsame
poison he always carried in his ring; dead as I Geoffry Lely shall be,
and that soon, from the sorrow that has fallen on me since that dark
and bloody day."
There the writing stopped. I only quote from memory, but it is a
good memory, for that strange bit of writing burnt itself deeply into
my heart. It occupied six pages. The seventh was covered by
Wilder's handwriting. It was the beginning of a horrible list, the list
of the eldest sons of the Wilders. Each name stood there bracketed
with the name of a Sinclair. I knew what that meant. This was the
way:—

Beatrice Sinclair—Gerald Wilder.

John Wilder—Rupert Sinclair.
Adam Wilder—James Sinclair-Sinclair.
Athelstan Wilder—Arthur Reginald Sinclair,

and so on.
That list horrified me, I could not go on with it. At the foot of all
these names so strangely coupled together James Wilder had written
a sort of prayer.
"Oh, God! how long! how much longer shall this blood red hand be
held over us? I have but one little child, I implore your mercy for it.
Have pity upon me and it, we have done no wrong."
That made my eyes swim so that I could scarcely see. I shut the
little black book; it looked like a witch, and I determined to burn it.
The fire was still red in the grate, so I got up and put it on the live
coals. It burned quite cheerfully. I watched it as I lay in bed, and I
muttered to myself, "Let the past die like that." I watched the cover
all curling up, and little jets of blue flame spouting from the leather
binding. Oh, if it were only as easy to burn the past as it is to burn a
book! Then nothing was left but sullen-looking grey ashes, with little
red points running over them.
Then I blew out my candle, and the room was in darkness. The wind
sighed outside in the tree tops. I saw all kinds of pictures painted on
the darkness, faces, and one angelic face, the last before I went to
sleep—Geraldine's.
 CHAPTER XII
THE MORNING

A week ago I had been living in —— Crescent, living in a room with

an old faded carpet on the floor, with one picture on the walls,—and
such a picture, I can see it still, it was a German oleograph
representing the Day of Judgment, and so badly done that the long
trumpets seemed sticking in the sides of the angels' cheeks, not out
of their mouths, and some of the devils, I remember, had their tails
growing from the middle of their backs. The looking-glass made one
look horrible, and the handles were off the chest of drawers, so one
had to pull the drawers out with a crooked hairpin.
I minded the picture more than anything. Some girls would have
grumbled at the chest of drawers, and never thought of the picture,
but I have always loved beautiful things, so I suppose that is the
reason why I grumbled so much at the picture and so little at the
other thing.
You may think, then, how delightful it was next morning when I
woke and saw the light filtering in through the rose-coloured blinds.
I sat up in the bed and saw the glimmer of the great ivory hair
brushes on the dressing-table. I saw my rings lying in a heap—I
would never have had those rings only for Geraldine, I would never
have been here, only for Geraldine, I might have been in the
Thames, floating with dead cats and dogs by this, only for Geraldine.
Then I fell back on the pillows, smothered with a strange kind of
horror; it was strange, because it had no reason for being. It passed
away slowly like a mist dissolving, and I lay looking up at the blue
ceiling, with rosy clouds painted on it, and little Cupids peeping at
each other from behind them. I pulled up the blinds of my window
to look out; then I opened the sash.
It was an autumn morning, warm and dark, the wind of the night
before had blown half dead leaves about the garden on which my
window looked; it had rained in the night, and the air was full of the
smell of dampness and decay, and a faint perfume like the bitter
perfume of chrysanthemums; there was just enough wind to make
the trees move their leaves about, and make a noise as if they were
sighing. I love this autumn weather; I don't know why, perhaps it's
just because I don't know why that I love it. That seems rubbish,
but I am too lazy to scratch it out. It is just like autumn now as I sit
writing this, though it is early spring, and the trees are all covered
with little green buds, making ready for another autumn that I shall
never see.
Then I dressed. I put on three dresses, one after another, and they
all seemed not good enough; but I had no more fit for morning
wear, so I left on the third.
Then I came down to breakfast, and I found only one place laid. I
could have broken my plate over the old butler's head, but I didn't,
and I can't for the life of me tell why I could have done it, or why I
didn't do it. Breakfast proceeded in solemn silence.
"Would I have ham?"
No, I would not have ham! where was Geraldine?
Miss Geraldine breakfasted an hour ago alone in her wing of the
house; Miss Geraldine sent her compliments, and wanted to know if
I would visit her in her own rooms after I had finished breakfast.
He might take Miss Geraldine my compliments, and say that I would
have much pleasure in doing so. He had better go at once. No, I
required no more coffee.
He went.
Her compliments, indeed, and her wing of the house, I wonder why
she didn't send her card. Yes, I would visit her just as often as I
pleased—yet I would not if my visits didn't please. No, in that case I
would drown myself in the moat, but there was no moat; well, in the
big bath upstairs. And the way the old butler said, "Miss Geraldine"
quite calmly, though he knows Miss Geraldine is a boy; and she is a
boy, and she ought to be smacked for being such a prig. But why
smack her when it's not her fault? No, it's James Wilder and the old
butler that require smacking, and still—and still, these two old fools
between them have produced, or helped to produce, this weird child,
just as she is; and in all God's earth she is the most beautiful thing,
and the most strange. She is like a thing made of mist, yet she is
real; she is a ghost, yet one can touch her. What is she—what is he
—who am I—I don't know—I don't want to know. Ha! I felt just then
the claws of the little falcon pinching my wrist.
That was the jumbling kind of stuff that ran through my head as I
breakfasted; then, when I had finished, instead of going at once to
find Geraldine's wing of the house, I hung about the room looking at
the pictures, putting off my visit just as a person puts off a bite at a
peach. At last I came.
I seemed to know the way by instinct; there was no placard with "To
Geraldine" on it, but I found Geraldine for all that. I crossed the hall
and passed the picture gallery scarcely looking at the door. Then I
lifted a heavy corded silk curtain, and found myself in a corridor.
Upon my word, I thought I was in the Arabian Nights. Each side of
the corridor was panelled, and on the cream white panels were
painted flowers,—it was a regular flower-garden of painting. The
roof was white, with coloured windows, each made in the shape of a
fan. These stained glass fans were the prettiest things in the way of
windows I had ever seen—so I thought. The corridor ended in a
heavy curtain like the one at the other end; two doors stood on each
side of the curtain. I chose the right hand door, for I guessed it
belonged to the room she was in. I was right. I knocked. A voice
cried, "Come in," and in I came.
Oh, this Geraldine! I must have seen her all askew last night, for
now she seemed eight times lovelier than she was then. Who had
taught this being the art of putting on dress? Surely not James
Wilder or the old butler. This dress she wore was made from a fabric
intended to represent the skin of some tropical lizard, scales of
golden satin on a body-ground of dull emerald-coloured silk. She
rose from her chair like a snake from a blanket. James Wilder, when
he rose from a chair, always reminded me of a flail in a fit. Yet she
was his son.
We said "Good morning," but we did not kiss. Something seemed to
have come between us; we seemed instinctively to hold aloof from
each other. The Geraldine who came up to me last night to be
kissed, just as a tame fawn might have done, was not exactly the
Geraldine of this morning. And yet I liked this something that had
come between us. Kisses are just like apples; if you can get as many
as you want they grow tasteless, and the more you pay for them the
sweeter they seem, and they are never so sweet as when you steal
them. I never heard of a farmer robbing his own orchard, have you?
Then this fine lady sank back into the chair from which she had
arisen—it was not sitting down, it was sinking down—and with a
ghostly smile resumed her work. And guess the work—tapestry.
Tapestry; and she had done yards of it, when she ought to have
been playing at marbles and learning to swear.
As for me, I sat down plump on a chair close by, crossed my legs,
and nursed my knee with my hands. I felt inclined to whistle.
Remember, I was thinking of her now as a boy in petticoats, and as
long as I thought of her as that I was in my right senses, that is, my
everyday senses. I felt perverse, just as I always feel, and would
have liked to tease—only I wouldn't have dared—this half-absurd,
wholly delightful production of old James Wilder. But when I thought
of her as a girl I felt—I felt the dim remembrance of a past life, and
an infinite sadness.
I looked round at the room; it looked like the inside of a shell. Fairies
seemed to have furnished it. I never saw such exquisite things
before. There were cabinets inlaid with copper on ebony, and Venice
glass that seemed coloured with tints of the sea. A wood fire was
burning on the tiled hearth, and a great bowl of violets stood on a
table supported by carved dragons with jewels for eyes. The smell of
the violets made me feel faint every now and then, but the faintness
went away when I remembered this Geraldine was a boy.
"Remember that," I kept repeating to myself. And in the middle of
the room sat Geraldine.
The long French windows were open, and the garden, all damp and
sad-coloured, lay outside. Great chrysanthemums, potted out, were
nodding under the marble-coloured sky, and they all seemed
nodding at Geraldine. When a hitch came in the thread Geraldine's
under lip would pout out. I felt now and then as if I were acting in a
play, and the chrysanthemums' faces were the faces of the audience.
Perhaps they were. Anyhow, I had learnt my part very badly, so it
seemed to me.
The tapestry was a great blessing; one could speak or not as one
pleased, and I generally preferred—not. I fell to wondering does she
remember anything of that hunting morning so long ago: does she
remember the poison, has she forgiven the poisoner, and has God?
Then I began to talk to her again and she answered in a low
measured voice that sounded to me like a bell from the far past, yet
in spite of the ghostly kind of sadness with which her voice filled me,
some of her answers made me laugh.
She didn't know how to read; that came out in the course of our
scrappy conversation.
"But, Geraldine, why—you've never read your Bible, then?"
One might have thought from my tone that I was a shocked Sunday-
school superintendent, and it really did seem shocking to me that a
person should never have read the Bible.
"What is my Bible?" asked Geraldine, staring at me, half-frightened
at my astonishment.
"Oh, it's a book. I'll tell you about it some other time, but—but you
can't know Geography. Do you know where Japan is, Geraldine, or
India?"
Geraldine's head shook. She looked dazed.
"Do you know where England is?"
Oh, yes, she knew where England was,—this house, this garden, all
away beyond there, was England—all over there.
How proudly she waved the white hand. It was patriotism pure and
simple. She was proud of her park, not because it was her park, but
because it was her native land. Her—his—I cannot say "his," I must
always say "her;" besides, it doesn't matter now. It will never matter
again, nothing will ever matter again. What gibberish I am writing;
how those trees nod and nod their heads as if they were nodding at
the little graveyard "away over there," just as the chrysanthemums
were nodding that morning at Geraldine.
She didn't know her Bible and she didn't know her Geography, and
she didn't know "nothing." What a lot of ignorance was stowed away
in that small head; but she knew something of natural history. The
tapestry work had stopped, and we were walking in the little garden
where the chrysanthemums were. I pointed to a snail on the path.
"What is that, Geraldine?"
"That," said Geraldine, "is a snail."
How proud she seemed of her knowledge, and how tenderly she
lifted the snail on to a leaf. The clock in the clock-turret was striking
noon.
"Can you read the clock, Geraldine?"
"Oh, yes, and my watch."
A watch the size of my thumb-nail was produced. How learned she
was, really a kind of professor!
We walked down an alley of cypress trees without speaking, then we
stopped, for the sound of a gong came roaring from the house.
It was the luncheon gong, so said Geraldine, and I suddenly woke
up from a reverie to remember that I was not in the seventeenth but
the nineteenth century.
 CHAPTER XIII
"YOU WERE NOT DRESSED LIKE THIS"

The old clergyman who lives at Ashworth has just been. He comes
twice a week and eats a biscuit and drinks a glass of wine, and tells
me we should all think on the future life, or the life to come. He
asked me what I was writing, and I said—nothing.
Well—that day I had luncheon all alone. Where that other strange
being had luncheon, or whether she had luncheon at all, I don't
know; I had luncheon alone, and I had chops for luncheon.
What did James Wilder mean by sending me here to be driven mad?
What was driving me mad? Why, Geraldine was. I had sprung at one
bound into the most fabulous world of love. I could have eaten that
snail she lifted on to the leaf, just because she touched it.
The old butler was meandering round the room with a dish of
vegetables in his hand.
"James," I said.
"Ma'am."
"I have fallen in love with your Miss Geraldine."
"May God be thanked, ma'am."
"James," in a coaxing voice, "I want to go out for a drive with him—I
mean with her—with Miss Geraldine. Do you understand?"
"Yes, ma'am, and so shall I tell the horses to be put in?"
"Why, yes, after luncheon, that is, if Miss Geraldine likes; do you
think she would like?"
"Ma'am," in a voice like the voice of a ghost, "Miss Geraldine has
been a-speaking of you to me; she comes to me, ma'am, to tell any
little trouble that may happen like as she was a boy, which she is,
may God in Heaven bless her; and she came to me last night after
you'd a-gone to bed, and she said, 'James, who is Beatrice Sinclair?'
Lord, ma'am, you might ha knocked me down with your finger.
'Why,' I says, Miss Geraldine, 'she's the lady just come.' Then she
says 'James,' and she held down her head and all her little face grew
red, 'Will she ever go away again?' 'Why, Miss Geraldine?' said I.
'Because if she does,' said she, 'I shall die; I've been waiting for her
and thinking of her for years, and if she leaves me now I shall die:'
those were her words."
A bucket of vitriol emptied into a furnace those words were to me.
"The horses," I cried, rising from the table, "ring for the horses; go
and tell Miss Geraldine to dress, for I am going to take her for a
drive. Go." I stamped my foot, I was speaking like a man. I was
suddenly intoxicated. I felt hat, boots and belt upon me; the falcon
was on my wrist. I clapped my hand on my left hip and was
astonished to find—no sword. That, somehow, brought me to, and I
sat down at the table again feeling shrunk—shrunk? do you
understand that word?—shrunk like an apple that has been all winter
in the cellar—shrunk like a warrior who wakes to find himself a
woman. "She hung down her head and all her little face grew red,"
how exactly those words brought her image before me. This little
milksop. I was sitting at the table; the old butler had gone to order
the carriage; the light of the autumn day came greyly through the
great double windows, a spray of withered wistaria was tapping at
one of the panes like the hand of a ghost. Before me, on the
opposite wall, hung a convex Venetian mirror, one of those strange
mirrors that are made so perfectly and so truly that they reflect
everything just as it is, even the atmosphere, so that a room
reflected by them seems like a real room. I was staring at my own
reflection in the mirror, and wondering over again at my own
likeness to the portrait of Gerald Wilder—when—the door in the
mirror opened, a figure the size of my thumb entered the mirror
room, a figure lithe and more gorgeously clad than any caterpillar. I
knew quite well that it was only Geraldine who had opened the door
behind me, and was therefore reflected in the mirror. I knew that
quite well, yet I watched the mirror without moving: the little figure
seemed to hold me in a spell. It came up softly behind the woman
seated at the table—the woman with the face so like Gerald Wilder;
it paused as if undecided. I watched.
Geraldine evidently was utterly ignorant of the mirror and its picture.
Geraldine the observed imagined herself unobserved: then, like a
little thief, she bent her lips to kiss the woman's hair without the
woman knowing. I threw my head back and caught the kiss upon
my lips, I threw my arms back and caught her round the neck; never
was a thief so caught in his own trap.
Then I turned round, and let her go, and confronted her, all at the
same time. And there she stood, "with her head hung down and all
her little face grown red."
Love has never been described properly: all that about roses and
altars is nonsense. Love is like being in a beautiful and mysterious
room, and you push a curtain aside and you find a more mysterious
and more beautiful room, and you see another curtain. How that
comparison would shock the people who write poetry. Imagine
comparing love to a suite of rooms.
I shall never forget that drive; the horses were those Russian horses
that go as if they were mad; the air was all filled with the smell of
autumn, and the earth seemed as silent as the leaden-coloured sky.
The park lay all dull-coloured and damp, the great trees were
standing with their leaves hanging down.
Miles and miles of park we passed through; there were sober and
sad-coloured hills in the distance that seemed to watch us with a
mournful air. The country had for me the aspect of fate as it lay
around us, silent as a dream, the trees dropped their withered
leaves, the clouds passed by, the wind blew, and clouds and wind
and trees all said to me in their own language, the past, the past,
the past. Once Geraldine said, "When I saw you before, so long ago,
you were not dressed as you are now."
No, Geraldine, I said to myself, when you saw me before, so long
ago, I was dressed as a man. But I did not answer her in words.
 CHAPTER XIV
THE BALLADE OF THE FALCON

To the deep window of the library, where I am sitting now wrapped

in shawls and scribbling this, I came that day after our drive to sit
and think, and stare out of the double windows at the dusky garden,
and wait for tea. I had taken an old book from one of the library
shelves. It was "The whole art of Falconry," dedicated to his Majesty,
King Charles the First, by his liege servant—I forget whom.
When I was tired with looking out of the window I turned over the
leaves of the book; they smelt of age. Between the cover and the
last leaf was a manuscript, the ink faded, the paper mildewed. I
spelt it out in the dusk.
It was a ballad written in a curious, old-fashioned hand. It was about
a little falcon which a lady had given to her lover; he killed her in a
fit of passion, and he killed the little falcon, or "the little hawke," as
the ballad sometimes called it, and then he killed himself. As I read it
grew sadder and sadder, it seemed to moan to me like a living thing,
and my eyes became blind with tears so that I could scarcely read it
in the twilight. It was all about the little falcon, but I knew that the
pity was meant for the cavalier. Perhaps the writer dared not express
it openly, for was not the cavalier an assassin and a suicide?
This is the last verse, as well as I remember—
Welcome to our website – the ideal destination for book lovers and
knowledge seekers. With a mission to inspire endlessly, we offer a
vast collection of books, ranging from classic literary works to
specialized publications, self-development books, and children's
literature. Each book is a new journey of discovery, expanding
knowledge and enriching the soul of the reade

Our website is not just a platform for buying books, but a bridge
connecting readers to the timeless values of culture and wisdom. With
an elegant, user-friendly interface and an intelligent search system,
we are committed to providing a quick and convenient shopping
experience. Additionally, our special promotions and home delivery
services ensure that you save time and fully enjoy the joy of reading.

Let us accompany you on the journey of exploring knowledge and

personal growth!

ebookultra.com