“Look To”

This post on ContractsProf Blog by Myanna Dellinger begins as follows:

If a recording artist enters into a personal services agreement with a record company that, among other things, contains a promise that the artist will “look solely to [a corporate version of the music band] for the payment of my fees and/or royalties … and will not assert any claim in this regard against [the record company],” has the artist then waived his/her right to sue under the contract if the band’s corporated [sic] version does not do so?

If you’re interested in the answer to that question, I leave you to read Myanna’s post. After some prodding by reader Vance Koven, I have a more general question: What’s up with look to?

I found the following examples on EDGAR:

After that time, the Noteholder of this Note can only look to the Issuer for payment on this Note.

… and such Subsidiary Guarantor has not been induced to enter into this Agreement on the basis of a contemplation, belief, understanding or agreement that any party other than the Borrower will be liable to perform the Guaranteed Obligations, or that the Finance Parties will look to any such other party to perform the Guaranteed Obligations; …

Tenant agrees to look to the provider of Tenant’s insurance for coverage for the loss of Tenant’s use of the Premises and any other related losses or damages incurred by Tenant during any reconstruction period.

… and such Holders shall thereafter be entitled to look to the Issuer only as general creditors for payment thereof (unless otherwise provided by law); …

The first thing thing to note about look to is that it’s oddly colloquial. I’m not a fan of terms of art when there’s a simpler alternative, but look to seems a bit too casual.

But you get to the bigger question when you look at look to from the perspective of the categories of contract language.

Consider Acme shall look to only Baker for payment on this note. It’s phrased as language of obligation, but obligation to do what? It couldn’t be considered an obligation to actually go after Baker; instead, what it really seeks to express is that Acme won’t go after Able, the party (or nonparty beneficiary) that benefits from this provision.

And besides, it’s not as if Able would care if Acme goes after Charlie or Delta for payment of the note, so in that respect the only Baker part doesn’t make sense.

So I would say instead, Able will not be liable for payment on this note. That approach can be applied to all instances of look to: instead of saying X will go after Y, say X won’t go after Z.

You could say Acme shall not look to Able for payment on this note, but again, look to is too colloquial.

What do you think?

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.