It’s a bad idea to use in contracts paired party-name defined terms that differ only in their final syllable: they force readers to work harder, and there’s always the risk that the drafter will by mistake use one defined term instead of the other.
Today I asked people on Twitter to help me compile a list of such paired defined terms, and they came through. My thanks to @pacotrouble, @adamdlin, @zhadu, and @IPDraughts for their contributions.
So here’s the list:
- Acquiror, Acquiree
- Appellant, Appellee
- Assignor, Assignee
- Bailor, Bailee
- Covenantor, Covenantee
- Donor, Donee
- Employer, Employee
- Endorser, Endorsee
- Farmor, Farmee
- Grantor, Grantee
- Guarantor, Guarantee
- Indemnitor, Indemnitee
- Lessor, Lessee
- Licensor, Licensee
- Mortgagor, Mortgagee
- Obligor, Obligee
- Offeror, Offeree
- Optionor, Optionee
- Payor, Payee
- Transferor, Transferee
- Vendor, Vendee
- Warrantor, Warrantee
If you think of any others, that’s what the comments are for!
representor(ee), warrantor(ee) and undertaker(ee)?
I found on EDGAR only 12 contracts featuring Warrantor and Warrantee, so it’s rare in addition to being misbegotten. But it exists, so it goes on the list!
As for the others, there’s no sign of them on EDGAR, so they don’t pass the are-they-really-real test. Although when my time in this vale of tears comes to an end, I hope I’ll be referred to as “the undertakee.”
You bring to mind the answer to the question, ‘What do you want people to say of you when you’re gone?’: ‘Gosh, he sure owed me a lot of money!’
Employer, employee
It goes on the list!
Not at all! I added it to the list because of your comment!
Couple of comments:
1/ Until I instituted a regime of hypervigilance, my commonest typo was reversing plaintiff and defendant, so at least in this miserable scribe’s case, reversal errors don’t require close similarity of paired names.
2/ As Great Recommendor, you must drop the other shoe — how *should* we recommendees describe all these paired parties? Must both names be dropped? Out with Lessor and Lessee, in with Landlord and Tenant? Or must we find substitutes for only one or the other of the yokemates, with results like “Lessor and Tenant” and “Property Owner and Farmee”? Or must every contract use party names throughout, like Acme and Widgetco?
With your indulgence, I’ll limit myself to observing that I dropped the other shoe in MSCD. Getting into what to use instead would get too detailed.
Ah, yes, I found it: sections 2.91, 2.92, and 2.97. In brief, use party names or defined terms based on party names unless there’s a reason otherwise. Names based on traditional, clearly defined roles also work (think Landlord and Tenant), but not if the role names differ only in endings, like Employer and Employee. Mixed approaches work, too, like ‘Microsoft and Licensee’, and ‘RMA and Employee’ (the latter pair being the parties to the Appendix 1 contract). I should have looked before throwing a shoe.
Vendor -Vendee ?
I actually searched on EDGAR for that combination and didn’t see it. But regardless, we should all swear never to use it!
It seems to have been more common before 2010.
http://www.sec.gov/Archives/edgar/data/29332/000002933215000021/ex10_52billofsale.htm
http://www.sec.gov/Archives/edgar/data/1416183/000121390009000385/f10q1208ex10xviii_attdrink.htm
http://www.secinfo.com/d1Ze2u.t5a8.d.htm#1stPage
http://www.secinfo.com/d13V93.td.5.htm#1stPage
http://www.secinfo.com/dsVsf.1aFx.d.htm
I didn’t go back that far, but the examples you found are reason enough to add them to the list! Thank you for being persistent.
Appellant-Appellee? Offeror-Offeree?
C’mon, man! You’re letting your litigator side show. I’ll check whether these are ever used in settlement agreements.
And … they’re in!
‘Respondee’ may not be in EDGAR, but it’s defined on the Internet. Unfortunately, it’s defined variously, including ‘the one making a response’ and ‘the one to whom a response is made’. Another reason to avoid the word!
By the way, why is one who breaks out of prison called an ‘escapee’? Doesn’t that make the prison warden an ‘escaper’? I couldn’t find the answer in MSCD.
Transferor, Transferee. And, maybe less frequently, Endorser, Endorsee.
Transferor and Transferee are great additions to the list. I haven’t found, on EDGAR or via Google, Endorser and Endorsee used in a single contract.
Sorry, maybe I jumped the gun on that one. I just assumed they should be present in negotiable instruments (together with drawer/drawee). I have been able to find one occurrence, however: http://bailusa.net/documents/forms/Assignment%20of%20Promissory%20Note%20by%20Bail%20Ins%20Co%2011-12-2012.doc.
OK, you win! But the hybrid form it uses, with the slash (Assignor/Endorser), is the worst ever! Congratulations.
‘Endorser’ is a defined term in your Uniform Commercial Code, section 3-204 (b). It has no partner ‘endorsee’ in that context — somebody just made up the partner for the dreadful pudding of that assignment form.
Contractor, Contractee; Lienor, Lienee?