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. […]
Putting the Defined-Term Parenthetical After “The Following”
In this 2014 post I described what seemed an oddity: putting the defined-term parenthetical at the beginning of the definition. Well, I think that with some tweaking it can be turned into a legitimate technique. Here’s how I’ve just described it in something I’m working on: If you put the defined-term parenthetical at the end of […]
Circular Definitions in Contracts
I’d like now to address a concept in a way I haven’t had occasion to address it before: the circular definition. Consider the following contract definitions: “Bonus Date” means a date on which Acme determines that a Bonus Period concludes. “Bonus Period” means a period that commences on a date determined by Acme and concludes […]
“Non-Business Day”
The other day I saw the following tweet, mentioning a post by Ruth Gámez and Fernando Cuñado: Diccionario de #ingles jurídico: «business day» vs. «non-business day» I @traduccionjurid https://t.co/r31BKQaDOV — Leon Hunter SL (@LeonHunterSL) October 13, 2016 I realized in quick succession that (1) I hadn’t encountered the term non-business day and (2) it’s massively lame. […]
When Contracts Look to Dictionaries
At an in-house seminar in Moncton, New Brunswick, yesterday—hi, guys!—one of the participants mentioned that he had seen a contract in which it was stated that all undefined terms were as defined in the Oxford English Dictionary. Of course I found an example of that provision on EDGAR: [T]erms not defined in this Development Agreement […]