A Second (and Third! and Fourth!) Unhelpful Use of “Such”

MSCD 12.349 notes that in contracts not only is such is used to mean “of this/that kind” (its meaning in standard English), it’s also used instead of the “pointing words” this, that, these, and those.

The latter use is unhelpful, in that it goes against the basic principle that in drafting you don’t want to use one word to convey different meanings. And it also tells the reader that sounding like a pointy-headed lawyer is more important to you than conveying meaning clearly.

Well, here’s another way to overuse such—by using it instead of any in the formula such [insert noun] as. For example, “such information as the Lender requests.” I’d say instead “any information that the Lender requests.”

And what the heck, let’s add a third unhelpful use of such, namely such that. Consider the following (emphasis added):

Each Party will be issued Shares in the Company with each share having a value of $1.00 based on the initial capital contribution made in accordance with clause 7(a) to the Company, such that, upon incorporation of the Company: …

I’d say “so that,” or I’d write the whole thing differently.

And here’s a fourth—a such that variant, namely is [or is not] such that. Here’s an example, with my fix:

If the Defaulting Group’s contribution of Director Voting Shares to a Combining Group is not such that the Combining Group would [read would not cause the Combining Group to] lose its rights to appoint a Director …

Although use of such instead of thisthatthese, and those is the most annoying of these uses of such, the others too represent a departure from more straightforward usages and as such are best avoided.

If that’s not enough such for you, see this AdamsDrafting post for why such as is ambiguous.

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.