“The Vendor” or “Vendor”—A Practical Consideration

During our conference call about the 2008 Penn Law redrafting project (see this blog post), the company lawyers noted that I had elected to refer to the other party as the Vendor rather than simply as Vendor.

I explained that I prefer using the definite article, as it results in prose that’s slightly less stilted (see MSCD 1.73).

The company lawyers then explained that a previous version of their template had used the Vendor, but that they had decided to eliminate it. They said that it’s commonplace for a given vendor to decide, for whatever reason, that it doesn’t want to be referred to by means of a generic defined term, so it will use search-and-replace to change the generic defined term to Acme, or whatever its name might be. When the company’s template used the Vendor, it was commonplace for the vendor to omit the definite article from the search-and-replace, resulting in a contract full of references to the Acme. To avoid having to routinely do the cleanup required by such references, the company elected to switch to Vendor.

Has anyone else had a similar experience?

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.