What’s the Point of This Provision Specifying Drafting Conventions?

I recently saw in a contract the following provision specifying drafting conventions:

Reference to any English legal term shall, in respect of any jurisdiction other than England, be deemed to include what most nearly approximates in that jurisdiction to the English legal term.

The contract in question is governed by English law. It follows that if the contract uses, say, the term warranty, it’s to be given the meaning it has under English law, regardless of where the parties are from and regardless of where the transaction is taking place. That being the case, I’m not sure what this provision is trying to accomplish.

Of course, it would be best to use sparingly terms of art such as warranty—even if there’s no question which law applies, those negotiating a contract or monitoring enforcement might well assume, incorrectly, that a particular term of art has the meaning it has under the law of another jurisdiction. And besides, terms of art are fruitful source of confusion, as discussed in MSCD and this 2012 post.

In that regard, in MSCD and this 2007 post I discuss ways to limit your use of warranty.

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.