Corporate & Securities Law

Don?t Use ?Immediately? for Things that Happen Automatically

By Ken Adams

MSCD 12.258?277 discusses the distinction?or not?between immediately and promptly. Here’s another aspect of immediately?it’s often misused in connection with stuff that happens automatically.

Consider the following provision:

This agreement will terminate immediately upon Acme?s giving Widgetco notice of termination.

I’ve stricken the immediately because it suggests, inappropriately, that a moment of time, however short, passes between notice and termination. Instead, termination happens automatically on receipt of the notice.

This is an issue that I’ve focused on only recently. You may recall my November 9, 2008 post entitled “Choosing Among Alternative Categories of Contract Language.” Each of the two provisions that I discuss in that post originally contained an inappropriate immediately that I’ve now stricken.

Incidentally, one of the provisions in the November 9 post is the one above; it’s language of policy. The other provision is language of discretion. I’d still be interested in your thoughts as to which works best; if you have the urge, post a comment to the November 9 post. (Post here any comments on the inappropriate immediately.)

Full post as published by AdamsDrafting on November 30, 2008 (boomark / email).