Mutating Meanings of Terms of Art

Yesterday I did this tweet, prompted by my rooting around in hotel agreements for LegalSifter:

That tweet was necessarily a little glib, but I stand by it. The main point is that when used as a section heading in hotel agreements, quiet enjoyment is given a narrow, literal-minded meaning as compared to its meaning for purposes of leases.

That made me think of termination for convenience. It’s a term of art used in government contracts to express that the government entity, but not the other party, may terminate without a default. But the term has migrated into commercial contracts, where it’s used unhelpfully to mean termination for any reason. (See this 2007 post.)

And that made me think of attorn. It’s an unnecessarily legalistic term of art used in leases, but Canadians also use it in jurisdiction provisions instead of consent or submit. (See this 2012 post.)

All three examples demonstrate that the meaning of a term of art can morph over time. I’d like to hear of other examples.

This just serves as a reminder that terms of art are slippery things. If you have the option, forego terms of art in favor of something clearer.

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.