More Weirdness in Creating Defined Terms

I’ve spent some quality time lately with definitions of the defined term Event of Default. And I’ve seen some strange things. Here are three examples: enjoy!

Here it seems as if the definition contains the defined term:

The example below is basically the same, except the defined-term parenthetical is shifted earlier in the sentence, without making any more sense:

An Event of Default constitutes an Event of Default? Who knew!

And the following example creates the defined term using neither an autonomous definition (using means) nor an integrated definition (with a defined-term parenthetical at the end of the definition). Instead, initial capitals and quotation marks are slapped on the first instance of the phrase in question:

There’s nothing inherently wrong with this, and it’s not confusing, but I don’t see the point of having yet another way of creating defined terms.

Friends, I recommend you avoid these glitches.

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.

7 thoughts on “More Weirdness in Creating Defined Terms”

  1. I’m sure I’ll go to my grave trying to find a better alternative to Capitalizing Defined Terms. It has always seemed alien to the mind that prefers ‘downstyle’, and of late has taken on more repulsiveness by association with a prominent Tweeter who finds everything a National Disgrace. The best of the lot so far (in my view) is an initial asterisk, as in ‘if an *event of default occurs, Acme need not’, but that approach is not entirely satisfactory.

    • 1. Any thoughts about using italics for defined terms, vice initial caps? The downside is that copying the text alone won’t always carry the formatting with it.

      2. Playing around a bit:

      (a) Initial underscore: If an _event of default occurs ….

      (b) Square- or angle brackets: If an <event of default> occurs … then the [event of default] will …

      (c) Bracketing by underscores: If an _event of default_ occurs ….

      Looking at these, the last one, item (c), seems to be the most eye-catching, at least in the font used for this page.

      • Personally, I don’t see the problem with initial capital letters; in fact this seems to be an elegant solution that works well. However, one certainly needs a solution for languages like Hebrew which does not have capital letters ! I’ve tried emboldening but that’s pretty ugly and may indeed not survive a copy-pasting.

          • Depends. Some use underlines or italics (but problems w/ copy paste have been highlighted already) or if you have combined term (adjective and noun) the adjective would also be capitalized which would be “wrong” and therefore indicate a definition. Honestly, in my praxis the English version usually prevails and – as a German – I particularly like the ease of capitalization.

      • Immensely late to the party ‘because reasons’, but the idea I like best so far, or perhaps hate least, is is a very light grey highlight for defined terms. I can’t illustrate it here. It’s unobtrusive but effective, and it lets one distinguish two distinct defined words from a two-word defined phrase, as underlining (boo!) also allows. With such light background shading, the words ‘dog’ plus ‘collar’ are visually distinct from the phrase ‘dog collar’.

        Another negative charge has been given to ‘nitcapping’ defined terms by a certain prominent person’s illiterate tweeting.

        Truth be told, the objection to nitcapping defined terms is less functional than aesthetic. If modern drafters succeed in weeding out the ‘whereuntofores’ and such, why must we still look at ‘shall pay a Late Charge’? Let German be German and English English (even in contracts!), and God bless them both.


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