Using “Is” as a Definitional Verb? Nah

One of the fringe benefits of my being LegalSifter‘s chief content officer—besides health insurance and all—is that I get exposed to a far broader range of contract language than would otherwise be the case.

So today, I discovered that some drafters use is as a definition verb. I saw it first in a sample provision included in advice built into one of LegalSifter’s algorithms (or “Sifters”)—“Broker” is X. That of course sent me straight to EDGAR, where I found this:

These two instances of is used as the definitional verb match that LegalSifter sample provision, in that they’re used in identifying an entity. The definition of Laws uses a more conventional choice, shall mean—the doofus alternative to means.

But consider this example, which uses is and means interchangeably:

And there’s this example, which uses the plural, are:

A defined term is a label used for the definition, so using means makes sense: the defined term Account isn’t actually an account, it’s used to express the stated meaning.

And nothing is gained by using is when you identify whoever is behind a defined term for a person or entity. It smacks of Daniel Craig is James Bond! Again, the defined term is a label, so means works just fine.

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.