“Glossary”?

A contract I’m reviewing contains, as appendix A, a definition section. But it’s not referred to as a definition section. Instead, the heading is “Glossary of Terms.”

Here’s how Wikipedia describes glossaries:

glossary, also known as a vocabulary, or clavis, is an alphabetical list of terms in a particular domain of knowledge with the definitions for those terms. Traditionally, a glossary appears at the end of a book and includes terms within that book that are either newly introduced, uncommon, or specialized. While glossaries are most-commonly associated with non-fiction books, in some cases, fiction novels may come with a glossary for unfamiliar terms.

So a definition section in a contract could indeed be described as a glossary. But that doesn’t make it a good idea. For one thing, glossary is a bit hifalutin—you can’t count on everyone knowing what a glossary is.

But more to the point, just because something is a glossary doesn’t mean you have to call it a glossary. Instead, you give the reader the information they need. The heading usually given to definition sections is “Definitions.” That’s more informative than “Glossary of Terms.”

More broadly, use of “Glossary” as a heading reminds me of the tendency, in traditional drafting, to value terms of art over clarity, as exhibited in, for example, use of the verb attorn instead of the simpler consent. See MSCD 13.56.

Posted in Defined Terms | 3 Comments

  • Westmorlandia

    The term seems rather too grand for the ruthless business of law. I’m also not sure that it really fits the more mechanical nature of definitions found in contracts – it is suggestive of something more explanatory.

  • Ben King

    Perhaps it’s just my English-major background, but I’m not particularly bothered by the use of “Glossary.” I don’t think it’s any less clear than “Definitions” and I’d be surprised if most people who made it past 9th grade haven’t come across a glossary, or couldn’t tell immediately from the context what they were looking at even if they don’t know the encyclopedic definition of the word.
    I wouldn’t make the switch because there’s really nothing to be gained by doing so, but I wouldn’t have a problem with someone who used the term in a contract.

    • Mark Anderson

      Our willingness to use words may depend on whether we are familiar with them. When drafting a contract, I am also thinking about whether the other party understands the words used. Many of my contracts are between parties in the UK and other countries. I would be concerned about other parties understanding glossary, in a similar way to not understanding instrument (a name I would avoid using in a contractual setting) or inter alia (which puzzled a Japanese party that I dealt with 20 years ago – nowadays I would avoid using the term generally). For that matter, I don’t understand 9th grade, other than than that it is a particular year in school (by which I mean the place one attends before going to university), and (from context) presumably not a particularly high one.