“Limitation”

There’s always something that needs fixing.

Yesterday, I was inclined to carve on my forehead, in mirror-script, “Stop using limitation instead of limit!”

Consider the following from Garner’s Modern American Usage:

limit; limitation. A limit is whatever marks an end to something, as in city limits or speed limit. A limitation is the extent of one’s capacity or a constraint that voids, as in physical limitations or statute of limitations.

I think that the “constraint that voids” definition is murky. Using statute of limitations as the example doesn’t help: it’s a centuries-old legal term of art, so it’s not clear what bearing it has on standard usage.

I suggest that the following random online offering (here) expresses the distinction more clearly:

Limit means boundary.

Limitation means restriction or inability.

Sample Usage

Limit
1. This is the limit of his land.
2. There was no limit to her ambition.
3. We must put a limit on our spending.
4. We must limit the amount of time we spend on this work.

Limitation
1. His limitations are many.
2. We all have our limitations.
3. It is a good plan but it has serious limitations.

What implications does this have for contract prose? Well, I just made the following changes in a draft:

Additional Limitation on Liquidated Damages. In addition to the limits stated in …

Subject to the limitations on remedies stated in …

Time Limitations. If the Closing occurs, the Seller will not be liable …

Limitation of Liability. Subject to …

Regarding the last example, Limited Liability isn’t an option: it’s a term of art relating to one’s liability as an investor in a company, so I wouldn’t use it to convey a more general meaning.

Obviously, I would leave statute of limitations well enough alone.

What say you?

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.