This week I was noodling with some contract language, and I wrote the Company or any of its Members. That was a mistake—Member was defined to mean a member of the Company, not a member of any limited liability company. I should have said the Company or any Member.
I was attuned to this because the day before I had seen this defined-term parenthetical in an employment agreement: (the “Company”; that relationship, my “Service Relationship”). That too was a mistake—that contract didn’t refer to anyone else’s service relationship, so the parenthetical should have said the “Service Relationship”.
What should we take from these glitches? Don’t use a personal pronoun with a defined term if that defined term already relates exclusively to the person or thing in question.
Incidentally, I just announced publication, two months ahead of schedule, of the fifth edition of A Manual of Style for Contract Drafting (see this blog post). This nugget of wisdom isn’t in the fifth edition, but it might be in the sixth edition, when it appears in, oh, 2029. Any reference work won’t include more recent insights. I guess that’s why you should read this blog!
But honestly, MSCD has a finite scope—the smaller building blocks of contract langage, as opposed to entire provisions. I expect there’s not a lot more I could shoehorn into what is already a big book.
The sin is redundancy. “Say something once, why say it again?” –Talking Heads, “Psycho Killer”
–Wright