“(Sub)licensees” and Other Instances of Parentheses-Within-Words

Here’s one of my recent tweets:

I followed it up with this one:

That prompted @kemitchell to chime in with (self)insured and @markmetzger to offer (s)he.

And here’s what MSCD 17.28 says about (s):

Some drafters tack (s) onto the singular form of a noun when they wish to convey that a situation might involve one or more than one of the item in question. It’s a very awkward usage; use instead one or more (see 13.752).

I’m not a fan of the parentheses-within-words thing, and as a matter of style, not risk. But others appear to see some value in individual instances. Here’s @kemitchell and @500wordlawyer on (sub)contractor:

So, am I being a stick-in-the-mud in not embracing (sub)contractor and other instances of parentheses-in-words?

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.

4 thoughts on ““(Sub)licensees” and Other Instances of Parentheses-Within-Words”

  1. Not a stick in the mud, but perhaps the more elegant solution is to define the term Contractor or Licensee, as appropriate, to include the subs if you’re going to use “contractor or subcontractor” or “licensee or sublicensee” fairly often.

    On the other hand, saying “contractor or subcontractor” does (or should) focus one’s attention on whether, in the context of the usage, it is possible to impose an obligation down the contract chain and whether there would be a more fluent way to apply the concept, to say nothing of a more legally effective one. E.g. “Contractor shall cause all its subcontractors to comply with….” or “Licensee shall cause any sublicense agreement it enters into with a sublicensee to provide that…and will be liable for any breach by a sublicensee.”

  2. I only offered an example. Brevity be damned, I don’t support the usage. The novelty of it fires off all kinds of gratifying programmer-brain associatioans. But it’s unpronounceable and looks weird.

    With “sublicensees” and other relationships that can be nested like Russian matryoshka dolls, (sub) may or may not cover all levels. Most software licenses, for example, make explicit whether the direct licensee can sublicense, and whether sublicensees can sublicense in turn, and sometimes to how many levels deep. Same for many good subcontracting provisions.

    Nobody needs tricks like (sub)licensee, and it’s dangerous to present them like conventions with clear meaning among lawyers. It’s fine to try and minimize red in a redline, but if you’ve spotted this kind of potential hole in a provision, you should fix it properly. The paren trick shows you spotted the hole, but also that you wouldn’t or couldn’t follow the line to solid language.

  3. ​​
    1/ Agree with Kyle Mitchell that parens-in-words are ‘unpronounceable and weird’.

    2/ Agree with Vance Koven that definitions are the elegant solution.

    3/ Any such definition, in addition to enabling concision, should make clear how far down the provision applies, lest ‘subcontractor’ or ‘sublicensee’ be read as ‘first-tier only’ or ‘all the way down’ when that’s not the intent. Some mechanic’s lien and construction bonding laws using ‘subcontractors’ have been construed to refer to the first and second tiers and no lower. Traps for the unwary.


Leave a Comment

This site uses Akismet to reduce spam. Learn how your comment data is processed.