Betteridge’s law of headlines says that “Any headline that ends in a question mark can be answered by the word no.” Well, Betteridge’s law applies to this post.
Raiford Palmer drew my attention to this tweet, which says as follows:
Defined terms (“Definitions”) should be 1 word.
2 words MAX, in rare cases.
If you’re out here dropping 3+ word defined terms, please revert back to 1L and start over.
Prompted by this tweet, I looked at a contract I drafted. Out of 26 defined terms, 11 use two words (including Confidential Information and Nonparty Claim) and three use three words.
I’m not sure how I should have shortened those two-word defined terms to one word. By using CI instead of Confidential Information, perhaps? That would be a bad idea, as it would make the defined term less accessible.
The three-word defined terms include Change of Control and Force Majeure Event. Should I have shortened them to CofC and FM Event? Again, that would make those defined terms less accessible.
So what this tweet insists on is unrealistic.
The appropriate metric isn’t how long a defined term is. Instead, the overall economy afforded by a defined term is measured by how long it is compared with the definition and how often the defined term is used. Choose a defined term that is concise yet makes the core meaning accessible to the reader. If you can do without a given defined term, so much the better.
The ridiculous tweet didn’t rise to the level of deserving your fine rebuke.
I wouldn’t give a drafting assignment to someone capable of writing ‘2 words MAX, in rare cases’, because it means ‘in rare cases, don’t exceed two words’.
‘When a form of words is ambiguous between what you mean and the exact opposite of what you mean, don’t use that form of words’.
That author must subscribe to the school of defined terms themselves should hold no meaning other than what’s in the definition. I recall taking that side in a debate with you some years ago and you held firm to the notion that this is a tax on the reader that is not worth the gain (like single word defined terms). I’m with you now, as long as the term itself is not grossly misleading as to what it’s trying to signify.