Another Circular Definition

In this 2016 post I wrote about circular definitions. Now, thanks to @saBEERmetrics, we have another example:

Here are the relevant definitions:

all Governmental Approvals that CUSTOMER is required by Law to obtain, maintain, or provide, other than Supplier Governmental Approvals (collectively, “CUSTOMER Governmental Approvals”)

all Governmental Approvals that Supplier is required by Law to obtain, maintain, or provide, other than CUSTOMER Governmental Approvals (collectively, “Supplier Governmental Approvals”)

Yes, they’re circular: as a matter of logic, to understand one, you must refer to the other, which points you back to the first one, which points you back to the second one, ad infinitum.

In this case, you can interrupt the circularity by bringing to bear what you already know, which is that absent some sort of affiliation between Customer and Supplier, there should be no overlap between approvals Customer needs and approvals Supplier needs.

Here’s an analogous pair of definitions:

“Dead” means everything that is dead except that which is Alive.

“Alive” means everything that is alive except that which is Dead.

Because we know that being dead and being alive are mutually incompatible, this pair of definitions is more pointless than mystifying.

In both pairs of definitions, the simplest fix is to eliminate the exception from each. That serves to eliminate the need for the defined terms Dead and Alive. With a bit of creativity, you might be able to do without the defined terms CUSTOMER Governmental Approvals and Supplier Governmental Approvals.

(By the way, note how Customer is annoyingly stated in all capitals all the time, but not Supplier. The contract in question is obviously the work of a master. Not.)

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.