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.
It’s now fairly normal to use the defined term “Representatives” to cover the people the first two paragraphs you cited include. Using that term is pretty neutral in that it doesn’t rub against colloquial uses the way “personnel” does.
Good point.
Vance:
I use “Personnel” as a defined term to mean certain individuals that include some non-employees. (It varies by deal, so I’m not quoting my standardish definitions here.)
My main use is in confidentiality and liability-allocating provisions.
I don’t like “Representatives” as the defined term in that context because:
(a) many of the individuals I am trying to include as personnel don’t have any authority to do anything, and certainly not represent the party in any substantive way; and
(b) the persons who actually have the authority to represent substantively are often corporate entities, and I need something for liability allocation provisions that distinguished between natural persons and corporate persons; and
(c) I may need to use the term “Representatives” to mean those who do actually have authority to represent.
That’s not to say that your solution can’t work perfectly well in other situations.
Chris
Ken:
On the collective noun, that’s rarely a problem in my uses because if the provision was limited to employees, the provision probably would have read “one or more of a Party’s employees” anyway. “Personnel” fits in just fine there. At any rate, I don’t trip over an odd uses of “personnel” in our forms that use that term.
Chris
It wouldn’t work if I was feeling ambiguity-of-the-part-versus-the-whole paranoia. Which I do often :-)
Ken:
I don’t follow. Can you ‘splain?
Chris
*makes tut-tut sound*
You can’t say “one or more personnel.
Ken:
“One or more of the Company’s personnel.”
Tada!
Chris
Ken, in my business (transactional construction law on big jobs) we use personnel all the time – e.g. Owner’s personnel and Contractor’s personnel. For us, it’s a useful shorthand for an umbrella term – for example: Contractor’s personnel includes the Contractor entity employees, any subcontractors (and sub-subs of any tier), any material suppliers’ personnel who are required to show up on site (and they do – we loosely call them vendor reps) and anybody else they have on site to do work, whether or not there is a contractual relationship. It’s anybody under the pyramid of the Contractor. Ironically, some of the special purpose vehicle entities in our contracts actually have few, if any, actual employees – the bulk of the workforce is seconded or contracted. So employees would catch maybe half a dozen of what might be hundreds of ‘personnel’.
At the very least, it’s a good idea to define ‘Personnel’ within the ‘Definitions’ portion of the contract, otherwise it could mean anything to anyone. But I think this may well be the intention when it comes to contracts existing in the murky employee vs independent contractor arena.
Which edition of Black’s Law Dictionary that reference “Collectively, the people who work in a company, organization, or military force.” is from? Cannot find it anywhere. To me, personnel would cover nicely the employees of a company as well as e.g. independent contractors (individual persons) who in practice operate as employees but who simply operate through a legal entity.
It’s in the tenth edition (2014).
THERE IS ABSOLUTELY NO PROBLEM with using the word “personnel”!IT IS USED IN MANY CONTRACTS,WITHOUT POSING ANY PROBLEM and IT WILL CONTINUE TO BE USED!So,what you write ARE SIMPLY NONSENSES and a FUTILE TRY to confuse SOME CLEAR THINGS!And,by the way,if one works in a company,ONE IS AN EMPLOYEE OF THAT COMPANY!