When it occurs in contracts (apart from its use in the phrase specific performance), more often than not the word specific serves no purpose. Consider the following examples, which I harvested at random from the SEC’s EDGAR system:

Within 60 days following such request for a review, the Plan Administrator will, after providing a full and fair review, render his final decision in writing to the Claimant. The written decision will: (1) State specific reasons for such decision; (2) Provide specific reference to the specific Plan provisions on which the decision is based; …

If any one or more provisions of this Section shall for any reason be held invalid or unenforceable, it is the specific intent of the parties that such provisions shall be modified to the minimum extent necessaryto make it or its application valid and enforceable.

The Company and the Purchasers acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement or the other Transaction Documents are not performed in accordance with their specific terms or are otherwise breached.

No such employees shall admit any person (Tenant or otherwise) to any office without specific instructions from Landlord.

I suggest that the drafter would have done well to omit specific from each of the above examples.

In the following example use of specific is OK, but I would have used instead individual:

… but such indemnification or advancement of Expenses may be provided by the Company in specific cases if the Board of Directors finds it to be appropriate; …

And it’s unobjectionable in the following examples, although I might have used specified:

The Borrower hereby represents and warrants that after giving effect hereto: (a) the representations and warranties of the Obligors contained in the Loan Documents … are true and correct in all material respects, other than those representations and warranties that expressly relate solely to a specific earlier date, …

Some of the foregoing requirements may be waived by Landlord for the performance of specific Minor Alterations; …

So if you’re tempted to use specific, try omitting it. If it passes that test, consider whether another word might nevertheless work better.

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.

3 thoughts on ““Specific””

  1. The use of this word speaks to the personality and mental process of the writer. But the personalities with an affection for the word are diverse.

    Controlling:”Don’t complain to me unless you give me a specific concrete example.”

    Selective: “We might give you relief if the specific facts warrant an exception, but don’t expect it every time.”

    I suspect that the authors of the passages you quote would fight ferociously to keep an editor from redacting the s word.

    Pittsburgh Legal Back Talk

  2. Cliff: You’re doubtless correct. But the true path of the contract drafter, Grasshopper, is to lose your individual voice in the universe of the countract. [Cue sound of tinkling wind chimes.] Ken

  3. I would add ‘expressly’ to the list of words that won’t change the meaning of a clause but seem to be popular. Typically, I see it in the context of being prohibited from doing something unless I’m ‘expressly’ permitted to. Upon review of the full contract, I rarely see that I’m ‘expressly’ permitted to do anything.


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