Lesson 22: Punctuation used in an employment contract

The basic employment contract that was the subject of previous lessons (on verb forms, word choices, and key phrases) is also valuable to demonstrate how native English-speaking lawyers use punctuation. This article looks at colons, semicolons, capital letters and full stops. The comma deserves a separate article, so look out for it in the coming weeks.

A general note on punctuation

In the English language, as in almost any written language, the purpose of punctuation is assist the reader to understand the meaning of the words and the 'flow' of the text. A full stop marks the end of a sentence, which should contain a complete thought. Internal breaks within a longer sentence are marked with a comma, a semicolon or a colon, which correspond with the natural pause the writer would give if the words were spoken out loud or when using the internal voice the writer 'hears' in their head when composing, or you 'hear' when reading the text. The length of the pause needed determines whether to use a comma, a semicolon or a colon. A comma marks the shortest pause; a semicolon slightly longer; a colon longer still; and a full stop marks a long pause.

As well as the flow of a sentence, punctuation is essential to convey meaning accurately, and this is especially true of the comma, which is why it will be given its own article.

This article does not cover question marks or exclamation marks (or exclamation points in US English) because they are rarely, if ever, used in contract drafting.

Capital Letters and BLOCK CAPITALS

As in general English, capital letters mark the start of a new sentence, the use of a title or an abbreviation.

In paragraph 8.2, there is a reference to a GP, which in British English means a General Practitioner (the local doctor, or family doctor in the US). The employer is Graham Gover Limited of 123 High Street, London, and these are all proper names or titles, so they have an initial capital letter, as does December, and Head of Human Resources, which is the official title of a designated employee. So are the statutes referred to (Pensions Act 2008) and its parts (Part 1 of that Act) because Acts of Parliament (notice the official title is in capital letters) are divided into Parts.

The use of initial capital letters most useful to lawyers is for defined words. Whenever you see a capitalised word that is neither the first word of a sentence nor a formal title, it will be a defined word, such as Manager in 2.3. We see:

2.3.Unless otherwise notified, you will report to David Mattheson (your Manager)

The first time a word is used that needs to be repeated often and requires a definition, it can be written in bold and capitalised. Then, whenever the defined word appears, it is capitalised (but not in bold) as a reminder that it is a defined term. So we have Start Date, Probationary Period, Salary, Confidential Information and so on. It's a very convenient, shorthand way of reminding the reader that the word has a special meaning in the document.

The employment contract uses BLOCK CAPITALS, but it does so in a limited way, certainly when compared to many contracts that you will see that are drafted by English-speaking lawyers.

The employment contract uses block capitals at the top of page 2:

CONTRACT OF EMPLOYMENT

PARTIES

and for the date of the contract on the last page. There are many ways of setting out text for emphasis e.g. larger font, bold or italics, so capitalised words can be avoided.

Full stop

Or period, as our American friends say.

The contract uses a full stop (.) to mark the end of a sentence, a group of words that form a complete thought and contains a subject, an object and a verb. For example:

2.1 You [the subject] will be employed [the verb] as a software engineer [the object]

The full stop could have been placed after the word engineer as it is a complete thought, except that the complete thought is subject to two qualifications:

1. The employee may be employed differently if the employer so decides, and

2. The employment is subject to the terms as set out in the contract.

Each qualification could have been expressed as a complete thought and written as more than one sentence.

You will be employed as a software engineer. You may be employed in such other capacity as we may from time to time reasonably direct. Your employment in any capacity is subject to and in accordance with the terms of this contract.

or

You will be employed as a software engineer or in such other capacity as we may from time to time reasonably direct. Your employment in any capacity is subject to and in accordance with the terms of this contract.

The one you choose is up to you, but the one found in the contract is the better choice, in my opinion. Fewer words are used, and it flows better as a single sentence.

The full stop punctuation mark also appears in the paragraph numbering, after the number marking a new section (2. Duties), after a new paragraph (2.1. You will be employed as …), and after a new subparagraph (2.4.1. devote your whole time and attention to …). You would use the full stop key to type it, but in spoken English you would call it a point, rather like a decimal point. When speaking to a colleague or a judge, you would say 2 point 4 point 1 if you were referring them to that subparagraph.

You will have noticed in my previous paragraph the use of a series of three full stops. This is called an ellipsis and shows that other words follow, or have been omitted from, the sentence that appears in quotation marks " ".

Another place where a full stop might have appeared is in the abbreviation BYOD (15.3), UK (1.2), or GP (8.1). Until recently, abbreviations such as USA (for the United States of America) or UK (for the United Kingdom) would have been written U.S.A. and U.K., but the dot-free version is now entirely acceptable. A full stop marks the shortening of a word, as in the abbreviations noted in this paragraph, and St. for Saint or Street, or pt for part, pint or point.

Colon and semicolon

I am dealing with the colon and semicolon together as they have a joint role in drafting legal documents. They are used to manage items in a list. Look at paragraph 12, which refers to a list of employee benefits. The colon is used just before the listed items. It acts as a marker that says, "The list now follows, and these are the items in that list." Each separate item in the list ends with a semicolon. The final item in the list ends with a full stop. Please also note the other punctuation in such a list. Punctuation is used as if it was one long sentence. Take paragraph 10 as an example. The sentence starts with a capital letter ("If you do not decide … "); each item in the list begins with a lowercase letter ("10.1.1. you will be required … ") and the last item ends with a full stop.

The colon also appears in the document as a reminder to a party to add something when the contract has been agreed. Look at the last page. Something is to be added by hand: the parties' signature and the date.

Brackets ( and )

Also known as parentheses (plural) or parenthesis (singular), they function in three main ways in the contract:

1. To mark a definition. In paragraph 1.1, we are given the meaning of the start date. Your employment with us under this contract will start on 1 April 2023 (the Start Date).

2. To give further clarification of a term given. For example, "…or any other form of record (whether electronic or paper) …" in paragraph 14.3.2. the words in brackets make clear that a record means more than just a written record: it can also mean an electronic note on a computer.

3. To note an exception. In paragraph 14.2, the ban on giving Confidential Information to "any person" is qualified by what is added in brackets "(other than any person employed by us whose province it is to have access to that Confidential Information)".

Other forms of punctuation are in use in English, such as the long and short dash, square brackets and apostrophe. They will be mentioned in future lessons. There will also be a separate lesson on the mighty comma.