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Adams on Contract Drafting

More Singular-and-Plural Defined-Term Insanity

Posted on November 11, 2020 by Ken Adams

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 […]

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Don’t Use an Initialism for a Contract’s References to Itself!

Posted on September 25, 2020 by Ken Adams

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 […]

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Deranged Definition-Section Enumeration

Posted on June 4, 2020 by Ken Adams

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 […]

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More Weirdness in Creating Defined Terms

Posted on June 2, 2020 by Ken Adams

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 […]

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When the Definition Is the Same As the Defined Term

Posted on May 16, 2020 by Ken Adams

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. […]

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Using “Is” as a Definitional Verb? Please Gawd No Stop

Posted on November 22, 2019 by Ken Adams

  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 […]

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Don’t Use “Collectively” with a Singular Noun

Posted on May 8, 2019 by Ken Adams

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 […]

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Some Defined-Term Insanity, Featuring “Collectively”

Posted on May 8, 2019 by Ken Adams

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 […]

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Policing Your Defined Terms

Posted on February 10, 2019 by Ken Adams

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 […]

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“Agreement” Weirdness

Posted on February 4, 2019 by Ken Adams

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 […]

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