Sometimes it’s left to me to address the big questions.
Consider the defined terms SoW (used to meaning a statement of work issued under a particular contract) and MAC (used to mean a material adverse change in something or other). (MSCD 9.73 recommends that you use Material Adverse Change as the defined term, not MAC, but MAC provides a convenient example for purposes of this analysis.)
The question is, do you say a SoW or an SoW? And do you say a MAC or an MAC?
That depends on two factors. First, is the defined term an acronym or an initialism? And second, does the defined term begin with a vowel sound when you say it?
Regarding the first point, here’s what Garner’s Modern American Usage
2 (3d ed. 2009) says:
An acronym is made from the first letters or parts of a compound term. It’s read or spoken as a single word, not letter by letter (e.g., awol = absent without official leave, radar = radio detection and ranging, and scuba = self-contained underwater breathing apparatus). An initialism is also made from the first letters or parts of a compound term, but it’s sounded letter by letter, not as one word (e.g., r.p.m. = revolutions per minute).
If treated as an acronym, it’s likely that SoW would be sounded out so that it rhymes with now (as opposed to rhyming with doe). But it seems particularly unpromising to use as an important contract term a homophone for the word for a female pig. So I suggest that SoW is best treated as an initialism. That would result in it beginning with the same vowel sound as egg. It follows that you’d say an SoW, not a SoW.
What about MAC? Invariably, deal lawyers treat it as an acronym—I’ve never heard anyone say em-aye-see. So you should say a MAC, as MAC begins with a consonant sound if you treat it as an acronym when you say it. You can find instances of an MAC on the SEC’s EDGAR system, but they look odd.
That is all.
Very interesting article. While it may sound better, I don’t think it is grammatically correct to use “an SOW,” instead of “a SOW.” I understand your point however.
The overwhelming majority of people would say “an S.O.W.,” so that makes “an SoW” an entirely appropriate choice.
I agree. Even leaving aside acroyms, we use “a” and “an” by reference to following sound, rather than whether the following letter is a vowel or not. For example, it is correct to say “a university”, not “an university”.
There is a long-running debate among pedants in the UK about whether to say “a historian” or “an historian”, which boils down to the fact that older generations didn’t pronounce the “h” at the start, leaving a residual idea that “an historian” must be correct.
I’m not sure it’s really a grammatical question, except perhaps in a broad sense.
Yes, that broader context is helpful.
Sliding off topic a tad, I think using initial capitals for defined terms is ugly. Is there anyone who doesn’t do it and will defend the position, as Cousin Joshua defends his nonuse of cross-references? I realize that “the Premises and any other premises on the same street” makes helpful distinctions by typography, but wouldn’t the same job be done by “the subject premises and any other premises on the same street” without looking like German? And if it really is necessary to indicate a defined term at every use, isn’t there a Less Annoying Way to do so than initial capitalization? Maybe an unobtrusive degree symbol or zero superscript at the end of the term? Just wondering.
Off topic!!! *sputters with rage*
Yes, it is necessary: the reader should know that “excluded liabilities,” or whatever it is, is being given a specific meaning.
Saying “the subject premises” is if anything more annoying, and that technique would work in only limited circumstances.
Initial capitals is the least annoying convention I know of. And I suspect that drafters would be unable to observe rigorously anything more subtle.
I’ve been pondering over this quite a bit. My own view is that Initial Capitals are more annoying than some alternatives such as (for example) using italic script. I suspect that your and my views differ because of our differing lengths of experience in the legal world. If you read a lot of contracts you probably get more used to initial capitals than would a person on the street.
But another reason I am unhappy with initial capitals is the fact that capital letters have other uses in normal orthography, for example: to indicate the beginning of a sentence. I would prefer to use a convention that is only used in a contract for this one purpose and italic script seems to do that job. Once you get used to it, it is fine.
I agree that “the subject premises” is probably not a good idea in contract drafting it, though I do use it in other contexts.
A question I wrestle with as with all points of contract drafting.
A German: English legal translator recently asked a similar question on IP Draughts. As German nouns are capitalised, they though this was not a useful way of indicating defined terms in German. I also note that European Commission Framework research contracts use italics, eg see https://www.google.com/url?q=ftp://ftp.cordis.europa.eu/pub/fp7/docs/fp7-ga-annex2-v2_en.pdf&sa=U&ei=h_XXUpXGIqSm0QW224CoAg&ved=0CAcQFjAB&client=internal-uds-cse&usg=AFQjCNFX3VeD94rDNP58_hPX4DxBfekL_Q
I am comforted by the fact that the EC use this technique. I am getting used to new feed software and haven’t been keeping up with IP Draughts as I should. I will search out the question.
I feel Germans’ pain! The notion of using italics is worth airing in a separate blog post. Watch this space!
In U.S. Government services contracting, SOW rhymes with cow. And you write “a SOW,” never “an SOW” or “an SoW.”
That’s good to know! So you go with the article that’s appropriate for your pronunciation.
No argument. I should have also said that I believe my analysis is consistent with the thinking of those people who specialize in such pointy-headed stuff.