An orderly outline should be sequential. There should be no repeated section numbers, no missing section numbers, and no out-of-order sections. This is arguably the most basic requirement of good document structure. Also, there should be no “single-item lists,” or…

In many cases, a cross-reference is followed by the caption of the section referred to. For example, “… subject to Section 9.2 (Governing Law)”, where “Governing Law” is the caption of Section 9.2. This is a good practice, especially given…

An ambiguous cross-reference is one which points to two or more sections or subsections with the same label. For example, Section 3.6(c) of the DraftKings / DEAC Merger Agreement dated December 22, 2019. The following appears in the original document as…

It’s common practice to state monetary amounts both in numerals and in words, such as “$1,000,000 (one million dollars)”. If the words and numbers don’t agree, that can lead to serious repercussions. Mistakes of this kind are unusual. They were…

When the Section Referred to Doesn’t Exist If a cross-reference points to a section that isn’t found in the document, that’s obviously a problem. And it happens more than you might think. This error was found in 95% of EDGAR…

Undefined Terms are words or phrases which are capitalized but not defined, not including proper names, dates, and commonly capitalized phrases such as “Board of Directors”. Unfortunately, the number of terms that are normally capitalized is huge and constantly changing….

Terms Defined but Never Used When a term is defined but never mentioned again, that constitutes an “unused definition.” The definition can and should be removed, unless the definition is referred to in a separate document. Importing definitions from other…

Terms Defined More Than Once A term should only be defined once in a document. If a term is defined more than once, any variation between the definitions can lead to serious problems. This error was found in 69.8% of…

The “this section” error is a self-reference such as “pursuant to this Section 3.4” which appears in a section other than Section 3.4. Did the author intend to refer to “this” section (wherever the self-reference appears) or another section (presumably…

This contract drafting error was found in 31.6% of EDGAR documents analyzed by CrossCheck 365. It stems from (i) a reference to a defined term “as defined in” a particular section or (ii) an entry in an index of defined…