“Declination”

A few days ago I received from my daughter’s school a form with the heading “Influenza Vaccine Consent/Declination.” I had never met declination, meaning “formal refusal,” in the wild before, but I knew that I didn’t like it. It’s stultifyingly bureaucratic. (@bretsmoore will tell you that it also means the angular distance of a point north or south of the celestial equator.)

So of course I did an EDGAR search for declination. Sure enough, it appears in 255 contracts filed with the SEC in the past year. Here’s the first example I encountered, in an “agreement and declaration of trust”:

The death, declination to serve, resignation, retirement, removal, or incapacity of one or more Trustees, or all of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust.

Although declination is particularly clunky, the cure is the same as the cure for overuse of abstract nouns generally: use a verb instead:

If one or more Trustees die, decline to serve, resign, retire, are removed, or are incapacitated, that will not annul the  Trust or revoke any existing agency created under this declaration of trust.

That’s why one label for such abstract nouns is “buried verbs.”

About the author

Ken Adams is the leading authority on how to say clearly whatever you want to say in a contract. He’s author of A Manual of Style for Contract Drafting, and he offers online and in-person training around the world. He’s also chief content officer of LegalSifter, Inc., a company that combines artificial intelligence and expertise to assist with review of contracts.