Lame Definitions—Inviting Reader Submissions!

In an item posted today on the (new) legal writer, Ray Ward says the following:

Right now I’m reading a long list of definitions in a bankruptcy plan of reorganization, and I just came across this one: “‘SpiritBank’ means SpiritBank.”

As definitions go, that’s pretty lame. I’m sure you, dear reader, have seen other examples of definitions that are self-evident, notably clumsy, or otherwise dubious. I invite you to share them.

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 “Lame Definitions—Inviting Reader Submissions!”

  1. I wasn’t sure whether to laugh or cry when I saw this one: “‘A’ means one or more.”

    The contract was riddled with things like, “Contractor may sell A Product.”

    Reminds me of the definition some drafters give to “including.”

  2. Here’s two grabbed off Edgar that I see more often than I’d perfer.

    For the purposes of this Ordinance the following terms, phrases, words and their derivations shall have the meaning defined herein, unless the context clearly indicates that another meaning is intended. Words used in the present tense include the future, words in the plural number include the singular number, and words in the singular number include the plural number.

    Another version:

    For the purpose of this Ordinance, the following terms, phrases, words and their derivations shall have the meanings given herein unless more specifically defined within other sections of this Ordinance. When not inconsistent with the content, words used in the present tense include the future tense, and words in the single tense include the plural number. The word “shall” is always mandatory and not merely directory.

    Do we need to say that the plural includes the singular and the past is the present? All of these require intrepreation via the context, so are they even useful? And are the definitions after such a statement meaningful?

  3. Jason: Those are provisions specifying drafting conventions; I discuss them in MSCD chapter 14. At best, they can be mildly helpful; you’ve showcased some ludicrous ones. Ken

  4. My personal favourite, from an “interpretation” section: “Words in this Agreement shall have their ordinary meanings.”

  5. From construction specifications:

    The words “Furnish”, “Provide”, “Include”, “Supply”, “Erect”, “Deliver”, “Install”, “Apply”, “Lay” or “Place”: These words are intended to be synonymous and to indicate that the material or work specifically mentioned is to be furnished and installed completely by this Contractor and incorporated into the Project. Whenever a material is to be furnished by this Contractor and installed by another Contractor, or installed by this Contractor and furnished by another Contractor, it will be specifically specified.

    Contractor: Wherever the term General Contractor appears in the Project Documents, it shall mean Trade Contractor.

    There will be no General Contractor on the project. Wherever the term “General Contractor” is used within the Bid Documents, it shall mean that this work shall be provided by the “Contractor” responsible for such work.

  6. I’ve come across a definition for ‘Written’ and ‘Writing’ in a Contract, although i am not able to recollect the exact wording. ‘Writing’ or ‘Written’ was defined to mean any letter/fax/e-mail which can be seen by a human eye or something similar. I felt such a definition was not required. I feel that the objective of definitions is to convey the specific meaning for a word/terminology used in the context of that Contract.

  7. I am going way, way back into my memory (possibly to grade school), but I seem to recall that the definition of a good definiton for any word was one that did NOT include the word.

    Also, just to comment on the remarks related to definitions of “‘Written’ or ‘Writing'” and the definitions of “‘singular/plural’ and ‘male/female’ and ‘including’ and ‘ordinary meaning'” are all still used quite frequently in European and, particularly, United Kingdom contracts. And then the take the additional step (or is it non-step) of not capitalizing defined terms in the body of the agreement. Always fun to read.

  8. John: You hear quite often the business about not including in the definition the term being defined. But that bit of advice applies only to dictionary definitions. Contract defitions are a different matter entirely. It’s entirely unobjectionable to including the word “trademark” in the definition of the defined term “Trademark.” In fact, it would be impossible not to. Ken

  9. I have used the defined word within the context of a defintion when there was no other way to describe it. For example:
    “Materials” means materials for [a particular application]
    Obviously I try to avoid that whenever possible but it is good to know that it is acceptable in contract drafting.

    I also saw this phrase awhile back, though not a definition, it was equally intriguing:
    Certain Words and Terms: Unless the context clearly requires otherwise, (i) the plural and singular numbers will each be deemed to include the other; (ii) “shall,” “will,” “will agree,” or “agrees” are mandatory, and “may” is permissive; and (iii) “includes” and “including” are not limiting.

  10. Teresa: I recommend you forget the business about not using in the definition the word defined: it’s utterly irrelevant for purposes of contract definitions, as opposed to dictionary definitions.

    And the provision governing drafting conventions that you cite is at the lamer end of the spectrum.



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