Another Lesson in Purging Contracts of Elegant Variation

Here’s something I said in this 2015 post:

Elegant variation—going out of your way to avoid using the same word or phrase twice—is never a good idea. It’s particularly unfortunate in contract drafting, in which tone plays no part. If you wish to convey the same meaning, use the same word. If you think you’re exploiting shades of meaning by using, say, right away instead of promptly, you’re fooling yourself, as no such distinctions exist among vague words and phrases of that sort.

Similarly, nothing is gained by using in contracts advise or inform instead of notify. In particular, it makes one wonder whether advising or informing someone is the same as notifying them, so that you have to use the means of giving notice specified in a notices provision.

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 “Another Lesson in Purging Contracts of Elegant Variation”

  1. I agree with you with respect to contracts, which as you never tire of saying use a highly stylized prose idiom, as by extension do statutes and other legal forms; but outside that context, elegant variation is admirable.

    • You trouble Fowler’s eternal rest: ‘[F]ew literary faults [are] so widely prevalent [as elegant variation], & this book will not have been written in vain if the present article should heal any sufferer of his infirmity’.

  2. Ken:

    I have, in some contracts, drawn an intentional distinction between notifying and informing. There is a class of events on which you want a formal notice delivered with practical assurance, proof of delivery, and proof of delivery date. Then there are lots of other communications that happen in the course of performance. Some customers want contractual provisions requiring you to tell them some things, usually because the last vendor didn’t. But they don’t need or want that in a letter signed by an officer and delivered by Fedex to another officer. They just want to be informed. So, when there are those kinds of requirements, I usually use the word “inform.” If that is an endemic thing, then I make sure that the notice provision says that it only applies to requirements that use the words “notice” or “notify” or their cognates. Whether I go to that trouble depends on lots of things.


    • As long as you’re specific. I’m not keen about the solution you express in your last sentence. Instead, I might use notify throughout, specify a mechanism of delivery for each of the informal contexts, then add in the notices provision except as otherwise specified.


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