Don’t Use “Personnel” in Contracts

Recently I encountered the word personnel in a contract. Hmm, how does personnel relate to employees? I asked my usual employment-law resources and they replied that personnel and employees mean the same thing, although personnel is perhaps the fancier option.

But in my world, which I suspect is a narrower, more cramped, darker world than theirs, the sensible meaning attributed to words isn’t what matters. Instead, the question is how people use those words, and whether that holds the potential for a fight.

So of course, off to EDGAR I went. Here are two examples in which personnel is defined to include not just employees:

“Personnel” means the Affiliates, officers, directors, employees, agents, contractors, consultants, vendors, invitees and representatives of a party to the Agreement and of the party’s Affiliates.

For purposes of this Non-Competition Agreement, “Covered Party Personnel” means and includes any person or entity who is an employee, consultant or independent contractor of the Company on the date hereof …

Here’s an example of personnel defined in a way that would seem to refer to more than employees:

In the event that others are, or may hereafter become, associated with Consultant or are used by Consultant in connection with the Consulting Services (“Consultant Personnel”), Consultant agrees to …

And in this example, personnel includes one or more companies and, presumably, the personnel of those companies:

During the Term, MWLS shall provide, or cause to be provided, a sufficient number of suitably qualified and experienced personnel (which may consist of employees, contractors or other Third Parties) as is required to perform the Services; …

For what it’s worth, that broader definition isn’t necessarily at odds with dictionary definitions. For example, Black’s Law Dictionary gives as a definition of personnel, “Collectively, the people who work in a company, organization, or military force.” I can work in a company without being an employee.

And this is from a company policy statement: “It is the policy of Price Group and its affiliates to forbid any of their officers, directors, employees, or other personnel (e.g., consultants) while in possession of material, non-public information …”

If some contracts define personnel to mean more than employees, it’s conceivable that in other contracts drafters use personnel to convey that broader meaning but without using it as a defined term. That means you have the potential for a fight over the meaning of personnel.

I haven’t found an example of a fight over the meaning of personnel in the context of a company. But I did find, for a example, a fight over whether a court-appointed receiver qualifies as court personnel (the court said the receiver did). So I can readily imagine people getting into a fight over the meaning of personnel in a commercial context.

And personnel has another strike against it—it’s a plural noun with no singular form, and there is, moreover, no other singular noun applying to an individual member of the set it denotes.

So I recommend that if you mean employees, use employees. If you mean something broader than employees, be explicit about it—don’t use personnel.

 

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.