Don’t Give Multiple Persons a Singular Collective Defined Term

Today I noticed this tweet:

As a fan of found contract text, I had a look at this introductory clause. It’s traditional dreck, but it also allows me to make a point I haven’t made before: If you create a collective defined term (let’s assume it’s for referring to individuals or entities), don’t define it in the singular with the definite article the (to use the example in the tweet, the “Discloser”).

The problem with this practice is that masks that each time you refer to the collective defined term, you’re not referring to a single person but to multiple persons.

There’s no avoiding the potential for confusion when you use a collective defined term, even in the plural. For example, does Acme shall notify the Shareholders mean Acme must notify each shareholder, or are the shareholders acting collectively? But there’s no point in adding to the confusion.

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.