“Workmanlike”: A Case Study in Mishandling Vagueness

The word workmanlike features in a lot of contracts on EDGAR, particularly loan agreements and landlord-tenant contracts. Here are three random examples:

Borrower shall only use contractors … who generally have a good reputation for completing their work in a neat, prompt and workmanlike manner …

All Tenant Improvements shall be done at Tenant’s full cost, expense and risk, shall comply with all applicable governmental rules and regulations, and shall be done in a first class workmanlike manner.

Each Party covenants, represents and warrants to the other Party that … it will meet its obligations hereunder in a professional and workmanlike manner …

I recommend you purge workmanlike from your contract vocabulary.

One problem is that it has two different meanings. According to Merriam-Webster, one meaning is “characterized by the skill and efficiency typical of a good workman.” The other meaning is borderline pejorative: “competent and skillful but not outstanding or original.” If you were to say that my writing was workmanlike, I wouldn’t be thrilled.

A second problem is that the word is—to use loaded terminology—both classist and sexist. Surely more specific and dignified alternatives are available.

But the biggest problem with workmanlike is that its use is symptomatic of drafter unease with vagueness. If you’re asking someone to do something for you, being precise allows you to avoid disputes. For example, if you’re hiring someone to clean your factory, you could give them a detailed list of what you want cleaned, and how, listing equipment, personnel, cleaning products, schedule, and so on.

But that won’t always be possible, or you might not have the time or energy to micromanage, and in that case you have to rely on vagueness. Many drafters think that the best way to handle vagueness is to load up on different standards, the more offbeat, the better. Hence workmanlike.

I recommend that instead you express your expectations as simply as possible, using just one standard—a standard other than workmanlike.

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.