“Thing”

The other day @bradykrissesq posed the following question on Twitter:

Although it’s not the most crucial drafting issue, Brady, this one’s for you …

Here are three instances of use of thing or things in contracts on EDGAR:

… each Grantor hereby gives the Collateral Agent the power and right … to do any or all of the following: … do, at the Collateral Agent’s option and such Grantor’s expense, at any time, or from time to time, all acts and things which the Collateral Agent deems necessary to protect, preserve or realize upon the Collateral …

Executive shall execute and deliver any and all documents and shall do and perform any and all other acts and things necessary or desirable in connection therewith that the Company or any of its affiliates may reasonably request …

You shall communicate to the Company full particulars of any Intellectual Property Right in any work or thing created by you …

A drafter who uses thing is presumably referring to either an act or a piece of tangible or intangible property. And that’s how I’d probably phrase it, rather than using, instead or in addition, the word thing.

Besides being utterly non-specific, thing also sounds a bit silly, as in everyday English you use thing when words otherwise fail you: “Please remove that … thing!”

While I’m at it, how about among other things? Again, from EDGAR:

WHEREAS, certain of the parties to this Agreement are parties to an Agreement and Plan of Merger, dated as of the date hereof (the ” Merger Agreement “), pursuant to which, among other things, the Company issued the Warrant to the Investor as the Representative (on behalf of the Sellers);

Such relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or MLV, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission.

Drafters use among other things to convey the same meaning as including. In the interest of not using different words and phrases to convey the same meaning, I’d use including instead.

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.