The Limits of Part-Versus-the-Whole Clarity

I currently find myself wrestling with what might seem interstitial stuff. It falls within “the part versus the whole”—my umbrella term for uncertainty over which members of a group you’re referring to.

Consider the following:

  1. If Acme breaks a Widget [Is this conditional clause satisfied if Acme breaks more than one Widget? Presumably, so: if Acme breaks two Widgets, that encompasses breaking a single widget. But in a given context, the parties might intend for this condition to encompass only Acme’s breaking a single Widget. If that’s the case, they should make that clear.]
  2. If Acme breaks one Widget [This could be read as suggesting that satisfying this condition requires breaking only one Widget, as opposed to more than one. But if that’s the intended meaning, it should be made explicit.]
  3. If Acme breaks one or more Widgets [This makes explicit the implied meaning of version 1.]
  4. If Acme breaks any Widget [I don’t see that this adds anything to version 1.]
  5. If Acme breaks any Widgets [This is the same as version 4, except that it could be read as suggesting that satisfying this condition requires breaking more than one Widget.]
  6. If Acme breaks any one or more Widgets [I don’t see that this adds anything to version 3.]

So it would seem that to be clear, you’d always use one or more if that’s the meaning you intend. And when dealing with count nouns (like “Widgets”) as opposed to mass nouns (like “flour”), you’d dispense with any.

But it’s not that easy. This post includes the revised version of a provision from Koncision’s confidentiality-agreement template. Here’s what it would look like if I were to use the one-or-more-and-no-any approach:

Nondisclosure of Restricted Information. [The Company] shall not disclose to one or more of [the Consultant] and [its] Representatives any information if doing so would cause [the Company] to breach one or more duties to one or more other Persons to keep that information confidential or would cause [the Company] to violate one or more laws or one or more orders of one or more Government Bodies.

As a piece of prose, that blows major chunks. At some point, ultimate clarity has to take a back seat to your writing prose that readers can tolerate.

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.