Defining “Government Body”

[Revised Aug. 21 to reflect comments by Mark, Paul, and Pete]

I interrupt my August recess to consult you all on how I should define “Government Body”. Here’s what I’ve come up with :

Government Body” means (1) the government of any country or of any political subdivision of any country, (2) any instrumentality of any such government, (3) any other person or organization authorized by law to perform any executive, legislative, judicial, regulatory, administrative, military, or police functions of any such government, and (4) any intergovernmental organization.

This concept is articulated countless different ways in contracts, and as usual I aimed to eliminate clutter.

I used government rather than governmental as the adjective for the same reason that I prefer using contract rather than contractual as an adjective. (See here.) And I opted for body rather than authority because it seemed simpler and clearer. Authority can refer to both the power to do something and an agency—two very different things.

Here are some other considerations:

  • As Pete notes in his comment, there’s a distinction between “government unit” and “government body”. My thinking is that it’s sufficient for the definition to encompass the “government body” concept.
  • Paul, I opted for “country” rather than “state”.
  • I like the economy of having one definition that can work internationally. Paul, with luck my revised version wouldn’t come across as uppity.
  • In the second clause I used “instrumentality” rather than “agency” because I didn’t want it to seem that I was referring only to those bodies that have the word “agency” in their name. And I certainly didn’t want to use a string of near-synonyms.
  • The third clause is meant to capture quasi-governmental organizations. I used the phrase “authorized by law” rather than simply “authorized,” as the latter option could result in any consultant being deemed a Government Body.
  • In the third clause, as in my drafting generally, I used organization rather than entity, because strictly speaking a partnership, for example, isn’t an entity. 
  • The fourth clause is meant to capture organizations such as the United Nations and the World Trade Organization. The phrase “intergovernmental organization” is sufficiently standard as to not cause me any real concern.
  • Like many analogous definitions one sees, my original version included “arbitral tribunal,” but I deleted it, for two reasons. First, arbitral tribunals aren’t government bodies. And second, I didn’t see any cost to omitting it from the definition.

This definition isn’t precise—it’s nothing like the list Mark links to in his comment. But I don’t think that’s a problem, in that not a lot is riding on this definition. I’m sure you’ll let me know if you think I’m wrong.

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.