Defining “Magic Words” and Related Terminology

I’ve found myself using increasingly often on this blog the phrase “magic words,” so I thought it high time that I explain, to myself and anyone else interested, what I mean by that phrase.

It’s in widespread use in legal circles—a search of Westlaw’s “tp-all” database retrieved over 3,500 items that refer to “magic words.” But generally it’s used to convey a meaning rather different from the one I intend. In the following definition, which I just cobbled together (and will be tinkering with), the first meaning is the general meaning, and the second meaning is my own.

magic word, n. 1. A word required to be used in a legal document, as opposed to any one or more other words conveying broadly the same meaning, in order for that document to be legally effective to accomplish the related purpose. 2. A jocularly pejorative term used with respect to the meaning attributed in legal circles to a word used in contracts, if that meaning is (1) significantly different from any meaning that likely would be attributed to that word by clients and many lawyers or (2) is otherwise sufficiently at odds with everyday usage as to create a likelihood of confusion.

And here’s some related terminology:

magic-wordery, n. The act of treating certain words as magic words for purposes of contract interpretation <During our negotiations, I could rely on Timmins to trot out some predictable magic-wordery>.

magic-worder, n. One who engages in magic-wordery <Watch out for Timmins, he’s a true magic-worder>.

magic-word, vb. To engage in magic-wordery <Timmins magic-worded me to death over his “best efforts” provision>.

It’s clear from this terminology that I’m not a fan of magic words. In particular, this “On Language” column in the New York Times notes how the suffix -er has become a useful way to turn a simple noun into “a handy partisan put-down.”

But if you think this terminology is directed at you, please don’t take umbrage. I’d like to think I can poke fun at a pernicious practice without offending individuals. In other words, Don’t hate the playa, hate the game.

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.