Friends, today’s word is abrogate. If you use it in contracts, you need to get over yourself.

Here’s how Black’s Law Dictionary defines it:

abrogate (ab-rə-gayt) vb. (16c) To abolish (a law or custom) by formal or authoritative action; to annul or repeal.

I rummaged around on Edgar to see what use people have had for abrogate, and I quickly noticed that once upon a time, someone drafted an indemnification agreement that used abrogate, and dozens of companies felt the urge to copy that agreement.

Here’s the section with abrogate:

Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, written and oral, between the parties with respect to the subject matter of this Agreement; provided, however, that this Agreement is a supplement to and in furtherance of the Constituent Documents, the DGCL, any other applicable law and other agreements providing for Other Indemnitee Rights, and will not be deemed a substitute therefor, and does not diminish or abrogate any rights of Indemnitee thereunder.

For the love of gawd, throw out the back end of this provision and use will not affect or some such to replace it with something half as long.

Reaching for stultifyingly fancy words like abrogate does no one any good.

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.

4 thoughts on ““Abrogate””

  1. Ken–

    How lean would you go? Is anything material lost by the following degree of concision?

    ‘This agreement (1) is the entire agreement between the parties concerning its subject matter, (2) supersedes prior communications between the parties, and (3) supplements without diminishing any rights of the Indemnitee under (a) the Constituent Documents, (b) the DGCL, (c) other applicable law, and (d) Other Indemnitee Rights under any other agreements’.



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