Defined Terms

Don’t Use “Mean” in Autonomous Definitions Just Because the Defined Term Is Plural

Each of the following extracts from EDGAR exhibits the same problem: For purposes of this Agreement, “Eligible Plan Assets” mean total Plan Assets (including assets invested in American Funds and other mutual funds or investment options approved for use in PlanPremier), excluding … “Moral Rights” mean any rights to claim authorship of or credit on an Assigned Inventions … For purpose of … Read More

Why It’s Important to Police Your Defined Terms

I know only too well that if you draft a contract of any length and complexity, keeping track of the defined terms can be a challenge. It’s easy to find yourself using terms you don’t define, defining terms you don’t use, and using different defined terms to convey the same meaning. Thanks to Cousin Joshua, I learned about Wells Fargo … Read More

Putting the Defined-Term Parenthetical at the Beginning of an Integrated Definition?

I spotted an oddity in section 1(a) of the contract providing for Jeff Bezos’s purchase of the Washington Post. Observe where the defined-term parenthetical is positioned (italics added): To the extent not already owned by the Post Subsidiaries, the Transactions shall include the transfer to the Purchaser or the Post Subsidiaries of any other assets primarily related to the Post Business (other than … Read More

Pomposity in Drafting, Part Deux: “The Executive”

As one of their assignments, students taking my course at Notre Dame Law School drafted an employment agreement. Necessarily, I prepared one too. I based it on something I had drafted a few years ago, for a redrafting project at another school. My version used the defined term the Executive, as that was the defined term used in the contract that formed the basis … Read More

A Possible Exception to the Rule that You Put Autonomous Definitions in Alphabetical Order

Warning: The following is for serious defined-term geeks only. MSCD 6.18 says, “Put any set of autonomous definitions in alphabetical order.” I’d like now to suggest an exception that could apply when two or more autonomous definitions are placed “on site” in their own subsection (as opposed to being placed with other autonomous definitions in a definition section). But at the … Read More

“Person”

The inimitable A. Wright Burke, M. Phil., added to this recent post on the word anyone the following comment (here): People are entities! There are natural entities (“individuals”) and artificial entities (e.g., corporations, khanates). People are “legal entities,” too. So the question is whether “anyone” refers only to natural persons or also to artificial persons. … If “anyone” is thought risky, “any … Read More

Do We Really Need the Defined Term “Contract”?

Last week I noticed this tweet by @BlakeReagan2: https://twitter.com/BlakeReagan2/status/472438086580707328 It has been a while since I’ve used contract as a defined term, so I grabbed the following examples at random from the U.S. Securities and Exchange Commission’s EDGAR system: “Contract” means all legally enforceable contracts, agreements, understandings, arrangements and commitments, whether written or oral, excluding Purchase Orders. “Contract” means any … Read More

“Glossary”?

A contract I’m reviewing contains, as appendix A, a definition section. But it’s not referred to as a definition section. Instead, the heading is “Glossary of Terms.” Here’s how Wikipedia describes glossaries: A glossary, also known as a vocabulary, or clavis, is an alphabetical list of terms in a particular domain of knowledge with the definitions for those terms. Traditionally, a glossary appears at the end of a book and includes … Read More

Using Italics for Defined Terms?

A rogue comment by noted anarchist A. Wright Burke, M. Phil., in this post got commenters contemplating alternatives to using initial capitals to designate defined terms. In the process, Mark Anderson posted the following comment: A German: English legal translator recently asked a similar question on IP Draughts. As German nouns are capitalised, they though this was not a useful … Read More