A Case Study in Eliminating a String of Nouns from a Contract

Consider the following (emphasis added):

This agreement is personal to the Employee. The Employee shall not assign any of the Employee’s rights or delegate any of the Employee’s obligations under this agreement to any other person, except that the Employee may assign the Employee’s rights under this agreement to the Employee’s personal or legal representatives, executors, administrators, heirs, distributees, devisees and legatees.

If you’re like me, you will have gagged on reaching the string of nouns at the end. Such strings are utterly standard in contracts, but in the right circumstances you can, with a bit of thought, eliminate them, thereby making life easier on the reader and reducing the risk of confusion. I think I’ve succeeded in doing so in this instance.

First, lets consider what Black’s Law Dictionary gives as the definition of each of those nouns:

  • Legal-personal representative. “When used by a testator referring to personal property, an executor or administrator. … When used by a testator referring to real property, one to whom the real estate passes immediately upon the testator’s death.”
  • Executor. “A person named by a testator to carry out the provisions in the testator’s will.”
  • Administrator. “A person appointed by the court to manage the assets and liabilities of an intestate decedent.
  • Heir. “A person who, under the laws of intestacy, is entitled to receive an intestate decedent’s property. … Loosely (in common-law jurisdictions), a person who inherits real or personal property, whether by will or by intestate succession.”
  • Distributee. “An heir, esp. one who obtains personal property from the estate of an intestate decedent.”
  • Devisee. “A recipient of property by will.”
  • Legatee. “One who is named in a will to take personal property; one who has receive a legacy or bequest.”
Considered collectively, the last four words are terms of art used to refer to someone who receives property by will or intestate succession. The first three refer to someone who handles the paperwork, but they should be incidental.

So here’s how I revised this provision (new language in italics):

This agreement is personal to the Employee. The Employee shall not assign any of the Employee’s rights or delegate any of the Employee’s obligations under this agreement to any other person, other than by will or intestate succession.

The new version is much clearer, and shorter to boot (51 words versus 70). And what’s the moral of this story? If you insist on using terms of art rather than simply saying what needs to be said, your drafting risks remaining inscrutable and long-winded.

As usual, I’m prepared to have readers set me straight.

About the author

Ken Adams is the leading authority on how to say clearly whatever you want to say in a contract. He’s author of A Manual of Style for Contract Drafting, and he offers online and in-person training around the world. He’s also chief content officer of LegalSifter, Inc., a company that combines artificial intelligence and expertise to assist with review of contracts.