Revisiting “Etc.”

That post about among other things (here)? I’ll now make a similar point about etc.

Using etc. is never great. It’s casual, so it unsuited to the limited and stylized world of contract prose.

But more to the point, etc. is either redundant, in which case you can get rid of it, or it’s not redundant, which case it’s potentially hazardous and you should get rid of it.

It’s redundant when it’s tacked on to a list of items that have already been tagged as examples. We know that the list isn’t exclusive, so the etc. adds nothing. Some examples of that:

… tangible property (including, but not limited to, computers, laptops, pagers, etc.) …

… on nationally recognized holidays (e.g., Christmas Day, Thanksgiving Day, New Year’s Day, etc.) …

… with respect to any and all taxes that it shall be obligated to pay with respect to the shares of the Common Stock such as including but not limited to income tax, capital gain taxes etc., under this Agreement …

But in the following examples, the items listed aren’t examples of a class, so we’re left wondering what etc. adds:

Tenant acknowledges that portions of the Project may be under construction following Tenant ‘s occupancy of the Premises, and that such construction may result in levels of noise, dust, obstruction of access, etc. that are in excess of that present in a fully constructed project.

BNY Mellon shall follow the established procedures and controls to identify exceptions, tolerance breaches, etc. and to research and resolve or escalate any pricing inaccuracies; …

Presumably a court would end up using the principle of interpretation ejusdem generis (apologies for the Latin) to limit any additional items to those that are comparable to the listed items. But a drafter should be alert to that. Ideally you’d specify a class and nothing else or make the list exhaustive. If you can’t do that, then at least use including or some classier alternative to etc.

Etc. also occurs in headings. Here’s what MSCD has to say about that:

Don’t use etc. to broaden the scope of a heading, as in Notices, etc. If a section addresses more concepts than you can comfortably refer to in the heading, that’s a sign that you should divide it into two or more separate sections.

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.