“Revoke”

Today I encountered in a contract the following use of revoke:

The Vendor may revoke this license at any time upon notice to the Company.

For purposes of a license granted by contract, I recommend using instead terminate.

Here’s the relevant part of the Black’s Law Dictionary definition of revocation:

1. An annulment, cancellation, or reversal, usu. of an act or power. 2. Contracts. Withdrawal of an offer by the offeror.

I can imagine referring to, say, a driver’s license being revoked. But with respect to a license granted by contract, revoke conveys the same meaning as terminate. Given that terminate is the word to use for ending a contract, economy would suggest using that word with respect to licenses, too. In contract drafting, “elegant variation”—switching words for the sake of variety—is a poor idea.

A quick search of EDGAR shows that uses of terminate with respect to licenses vastly outnumber uses of revoke. That’s just as well.

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.