Behold the following introductory clause. See the emphasized text? It defines a term individually and collectively—a practice I mocked in the preceding post—but it uses one defined term for the individually part and a different singular defined term for the collectively part. THIS FIRST AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS, dated as of […]
Some Defined-Term Insanity, Featuring “Collectively”
If you ever find me on the floor in the fetus position, gibbering softly, it will be because nonsense of the following sort has finally got to me. I’ve long mocked using individually a “Party” and collectively the “Parties” when creating the unnecessary defined term Party. I had suspected that there was potential for all […]
Policing Your Defined Terms
A tipster told me about this article in the Economist. It concerns arbitration of a dispute over credit-default-swaps documentation. I’m not clear on the details, but here’s the gist of it: A contract used the defined term “Obligations” to mean an entity’s bonds. But in one crucial provision, the contract used the word “obligations,” without […]
“Agreement” Weirdness
You might recall this post from last October, when I managed to come up with a contract extract showing how using the dreaded defined term this Agreement might help avoid confusion, assuming you’re really, really incompetent. Well, thanks to an informant buried in the contracts deep state, I now bring you something comparable, the image […]
Don’t Use “Party A” and “Party B” As Party-Name Defined Terms
Behold the following introductory clause: AMENDMENT, dated as of October 10, 2018, to the ISDA Master Agreement , dated as of July 12, 2017 (as amended, supplemented or otherwise modified from time to time, the “Agreement”), between JPMORGAN CHASE BANK, N.A. (“Party A”) and CAMBRIDGE MASTER FUND L.P. (“Party B”). Note the defined terms Party A […]
Alternative Defined Terms + “And/Or” = !?!
Behold the following, all culled from EDGAR and all featuring and/or used between alternative defined terms: … and EdgeWave, Inc., a Delaware corporation (“Employer” and/or “Company”) … THIS DEED OF TRUST, ASSIGNMENT OF RENTS, ASSIGNMENT OF LEASES, SECURITY AGREEMENT AND FIXTURE FILING (this “Deed of Trust” and/or “Trust Deed”) … … Michael J. Friedman (hereinafter the […]
Another Circular Definition
In this 2016 post I wrote about circular definitions. Now, thanks to @saBEERmetrics, we have another example: Ok, this is definitely one to write about. Using circular logic in definitions. X means everything except Y. Y means anything that's not X pic.twitter.com/Tc1PzNU1KF — saBEERmetrics (@saBEERmetrics) July 3, 2017 Here are the relevant definitions: all Governmental […]
Yes, the Defined Term “This Agreement” Really Is Pointless
I’ve said any number of times (most recently in this 2016 post) that creating the defined term this Agreement is pointless. Actually, let’s just call it dumb. My thanks to @neil_neilzone for making that clear this morning with the following tweet: *head explodes* pic.twitter.com/5IRrazUyNf — Neil Brown (@neil_neilzone) June 2, 2017 When you create the […]
Stating the Part of Speech of a Defined Term
An autonomous definition might refer to the part of speech of the defined term. If it does, invariably it’s because one or more related forms of that defined term are used in that contract and are treated as defined terms too. Here are four examples: “Transfer” means, when used as a noun, any voluntary or involuntary, […]
Which Comes First, the Definition or the Provision That Uses the Definition?
Recently I had occasion to revisit an issue I thought long settled. Because it involves reader comprehension generally, I took the liberty of buttonholing people involved in legal writing but not contract drafting. Here’s what I asked them: Below are two sentences. The second is the definition of a key defined term used in the first. […]
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