Updated: “Individual”

In this 2014 post I express a preference for individual when referring a human being, and I haven’t shifted from that.

But today I saw this post by Keith Paul Bishop. Here’s the relevant part:

However, corporations may have a variety constituent parts, but they are quite literally bodies (corpus is the Latin word for a body). Thus, it may be no surprise that the California Securities Owners Protection law defines “individual” to include every domestic or foreign private corporation. Cal. Corp. Code § 27002(a).

That would seem to put a dent in using individual to mean a human being. So I’ll use this as an opportunity to revisit individual.

In my 2014 post, I say “I find natural person too legalistic to use in contracts. Using human being instead isn’t a sober option.” I stand by the first part of that, but regarding human being, what’s my problem! Individual connotes distinguishing a single person from a group or crowd. (See Garner’s Modern English Usage 594 (5th ed. 2023).) That’s not relevant for contracts. If what you’re concerned about is distinguishing human beings from legal entities (or whatever word you wish to use to express that concept), why not just say human being? Or better yet, human—if it’s not followed by a noun, human is itself a noun.

I’ll mull this over before deciding, but I’m inclined to go with human. In other words, “Soylent Green is humans!”

Updated 14 April 2023

In two tweets (here and here), the great Steven O. Weise had this to say:

Ken: I would stick with “individual”. Just because one oddball act in the California Corporations Code inexplicably uses the word “individual” to include a ”corporation” is no reason to abandon the natural and customary use to mean a natural person or human. The Keith Bishop post that you refer to itself links to one of his earlier posts quoting an additional five definitions in the California Corporations Code, each of which refers to “individual” in its customary sense.

Steve is right that it’s futile to turn away from a standard usage because someone has attributed to it a meaning that’s inconvenient. But in this context, individual isn’t the clearest way to express the intended meaning, just as natural person isn’t the clearest way. On the other hand, the noun human will sound odd until such time people get used to it.

For now, I’m satisfied with identifying the issue. I’ll see how it plays out.

Bonus: This clip is of me on a panel with Steve Weise way back in 2005. You see him at 1.44. Evidently, he sneakily neglected to tell me it was business casual, leaving me as the lone stooge with the tie!

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.

2 thoughts on “Updated: “Individual””

  1. How long before we have to consider how we define synthetic and non-synthetic humans “whether or not having personhood”?

  2. I prefer ‘natural person’ and ‘artificial person’. Clarity offsets any awkwardness.

    It’s inexpedient to use ‘legal entity’ to mean only artificial persons, since ‘individuals’ (natural persons) are legal entities, too.

    If for some reason a drafter longs to use ‘individual’ instead of ‘natural person’ and ‘legal entity’ instead of ‘artificial person’, definitions provide a way:

    ‘Individual’ means ‘natural person. exclusive of artificial persons’ and ‘Legal entity’ means ‘artificial person, exclusive of natural persons’.

    But why bother? How often must contracts distinguish between natural and artificial persons?


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