Defined terms add value—they allow you to state a concept more concisely and consistently than you might otherwise. But they come at a cost: Using an autonomous definition breaks up reading—you force the reader to read both the autonomous definition and the related provision. Integrated definitions add a bit of clutter in the form of the defined-term parenthetical. All the … Read More
This is what my definition sections look like: But you could instead opt to present the definition section using a table format: Using a table format is, as far as I can tell, particularly popular in England and other Commonwealth jurisdictions. The two primary characteristics of using a table format are (1) a break between the defined term and the … Read More
Yesterday I saw this cry for help on Twitter from @thepixellawyer: @AdamsDrafting ever seen this? It's new to me. #strange pic.twitter.com/40Fw2LcND9 — Chris Brown (@thepixellawyer) September 28, 2021 So I went on EDGAR. Westlaw offered me 1,196 contracts containing the phrase, so it’s a thing. On the other hand, it’s not commonplace—I’ve been hanging out in this neighborhood for 20 … Read More
One of the fringe benefits of my being LegalSifter‘s chief content officer—besides health insurance and all—is that I get exposed to a far broader range of contract language than would otherwise be the case. So today, I discovered that some drafters use is as a definition verb. I saw it first in a sample provision included in advice built into … Read More
You’re of course aware that in many contracts, the unnecessary defined term Party is defined using this sort of thing: individually a “Party” and collectively the “Parties”. It’s ridiculous—we know how singular and plural work, thanks. Last year I did this post about how drafters use that formula for other defined terms, making it even more insane. Well, I can … Read More
Here’s something I tweeted this week: Tonight's question: What acronym have you seen used in a contract as the defined term for that contract? Off the top of my head, I recall having seen NDA, MSA, and CRADA. (I'm not endorsing this practice!) — Ken Adams (@AdamsDrafting) September 22, 2020 Here are the examples people submitted in response, plus others … Read More
It’s worse than pointless to enumerate the elements in a definition section: it clutters up the works. The elements are in alphabetical order. That by itself is enough of an organizational framework. Nevertheless, some people enumerate the elements in a definition section. The normal way would be to have the first element be, say, section 14.1 of article 14. But … Read More
I’ve spent some quality time lately with definitions of the defined term Event of Default. And I’ve seen some strange things. Here are three examples: enjoy! Here it seems as if the definition contains the defined term: The example below is basically the same, except the defined-term parenthetical is shifted earlier in the sentence, without making any more sense: An … Read More
Today I tweeted this image: The highlighted portion is of interest because the definition (The standstill period) is the same as the defined term (the “Standstill Period”). That doesn’t make sense: the whole point of defined terms is that they allow you to express a longer concept more concisely and consistently than you would otherwise. If the defined term is … Read More
Here are two autonomous definitions: “Salvage” is cargo which has been damaged, alleged to be damaged, refused or undeliverable that has been sold, disposed of or turned over to a competent salvage agent for selling after proper On–Hand notice has been given. “Confidential Information” is any information that … Both use is as the definitional verb. That’s unorthodox. That’s … Read More
