How to Introduce a Set of Autonomous Definitions

I’m going over one of my contract redrafts. Here’s how I introduced a set of autonomous definitions:

For purposes of this agreement, the following terms have the following meanings:

You see this language, or some variation, in innumerable contracts. I’m not crazy about the way it groups the definitions, thereby leaving open the possibility that one defined term could have more than one meaning. It’s clear that that’s not the case, but I still find it distracting. Saying have the respective meanings given them below, or some such, isn’t much of an improvement.

So how about this:

For purposes of this agreement, the following definitions apply:

Comments, please!

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.

11 thoughts on “How to Introduce a Set of Autonomous Definitions”

  1. Eric: I’ve decided that I’m less lean-and-mean than I had thought! In recent days I’ve found myself suggesting that even though one could do without the lead-in and the concluding clause, they serve a modest narrative function. I guess I’d say the same for introducing a set of autonomous definitions. And I think it would look odd having the section heading on its own, without any text on the same line and the first autonomous definition underneath. But let me sleep on it …

    Cristina: Your suggestion is fine, but I’m not a fan of using a colon after something that’s less than a full clause. What you suggested isn’t a full clause, in that it doesn’t have a verb. And while I’m at it, I don’t enumerate the elements in a set of autonomous definitions: they’re in alphabetical order, and that’s sufficient.

  2. Are the introductory words are worth including? Not including an introduction (e.g. “In this agreement:”) may imply that the definitions apply to one or more of:
    * something other than the agreement;
    * a part, or subset, of the agreement; and
    * other documents.

    Ken: I agree that the enumeration of elements is unnecessary, but is it arbitrary to require a clause to have a verb for the purposes of determining whether (or not) colons are allowed? In other words, is:

    “In this Agreement:
    “A” means X; and
    “B” means Y.”

    preferable to

    “The following definitions apply in this Agreement:
    “A” means X.
    “B” means Y.”

  3. Iain: I’ve just reminded myself that it isn’t arbitrary. For example, The New York Public Library Writer’s Guide to Style and Usage 262 (1994) says “A colon is always correct after a complete sentence that introduces a list. … If the introduction is not a complete sentence, the colon should not be used—a dash or no punctuation at all is preferred.” I know that other, more authoritative and more current guides address this issue, but that’s the one that I have at hand. The fourteenth edition of The Chicago Manual of Style says effectively the same thing, but I couldn’t find the issue addressed in the fifteenth edition. Ken

  4. I’ve used no lead-in when length is important. I’ve also used the lead-ins suggested above. I have seen the following variations:

    “This agreement uses the following defined terms:”
    “In this agreement, the following terms have the associated meaning:”

  5. I also see no colon at all in some agreements. For example:

    “The following definitions apply in this Agreement.
    “A” means X.
    “B” means Y.”

  6. Mike: The first of the alternatives you mention doesn’t say anything about the definitions. And the second is like the respective meanings formula I mention in my post.

    David: I’m not sure I follow you.

    Iain: Hey, you see all sorts of weird stuff—that doesn’t mean you should do it too! That said, I’m not about to burst a blood vessel over a missing colon.


  7. I was suggesting that a phrase like “the following definitions apply” isn’t exactly appropriate for non-exclusive definitions like:

    “candy” does not include chocolate, sugar or honey sold for cooking purposes

    “coal” includes briquettes and charcoal and similar items specifically prepared and packaged for barbecue installations

    For these examples, the interpreter still has to rely on external definitions of “candy” and “coal”.


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