“Person”

The inimitable A. Wright Burke, M. Phil., added to this recent post on the word anyone the following comment (here):

People are entities! There are natural entities (“individuals”) and artificial entities (e.g., corporations, khanates). People are “legal entities,” too. So the question is whether “anyone” refers only to natural persons or also to artificial persons. … If “anyone” is thought risky, “any person” is less so, and “any person,” where “person” is a defined term that includes natural and artificial persons, is as riskless as it gets.

I recognize that “entities” is lawyer’s shorthand for artificial persons, but in actual contract drafting, it’s better to be precise: “people and *other* entities.”

Five points:

First, you can’t rely on readers assuming that person encompasses natural persons and artificial persons. After all, Black’s Law Dictionary gives as alternative definitions of person “A human being” and “An entity (such as a corporation) that is recognized by law as having most of the rights and duties of a human being”; a reader might have in mind the first definition and not the second. So as A. Wright Burke suggests, I would use person as a defined term that includes natural and artificial persons. But because Person can be stultifying when used to excess (If any Person complains about the odor …), I’ll use anyone or something comparable when circumstances permit it.

Second, as suggested by this comment by Yevgeniy Tamarchenko, although person can refer to an entity, it doesn’t follow that the converse is true—that entity can refer to a natural person. Black’s Law Dictionary offers only one definition of entity, that quoted by Yevgeniy: “An organization (such as a business or a governmental unit) that has a legal identity apart from its members or owners.” So I’m unable to endorse A. Wright Burke’s impassioned cry, “People are entities!”

Third, I find natural person too legalistic to use in contracts. Using human being instead isn’t a sober option. I use individual. Garner’s Dictionary of Legal Usage says that “individual is best confined to contexts in which the writer intends to distinguish the single (noncorporate) person from the group or crowd.” But the parenthetical in the quoted sentence demonstrates why its preferred choice, person, wouldn’t work in contracts.

Fourth, are artificial person and entity synonyms? Going just by their respective Black’s Law Dictionary definitions, natural person could be a subset of entity.

And fifth, it’s standard for definitions of Person to contain what I call needless elaboration—recitation of obvious examples. Here’s an example:

Person” means an individual, a corporation, partnership, limited liability company, association, trust, unincorporated organization, or other legal entity or organization, or a Government Body.

How about using the following instead?

Person” means an individual, an entity, or a Government Body.

Any thoughts? And do things play out differently in jurisdictions outside the U.S.?

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.