Defined Terms

Behold the following, all culled from EDGAR and all featuring and/or used between alternative defined terms: … and EdgeWave, Inc., a Delaware corporation (“Employer” and/or “Company”) … THIS DEED OF TRUST, ASSIGNMENT OF RENTS, ASSIGNMENT OF LEASES, SECURITY AGREEMENT AND FIXTURE FILING (this “Deed of Trust” and/or “Trust Deed”) … … Michael J. Friedman (hereinafter the “Executive” and/or “Employee”) … Now, … Read More

In this 2016 post I wrote about circular definitions. Now, thanks to @saBEERmetrics, we have another example: Ok, this is definitely one to write about. Using circular logic in definitions. X means everything except Y. Y means anything that's not X pic.twitter.com/Tc1PzNU1KF — saBEERmetrics (@saBEERmetrics) July 3, 2017 Here are the relevant definitions: all Governmental Approvals that CUSTOMER is required … Read More

I’ve said any number of times (most recently in this 2016 post) that creating the defined term this Agreement is pointless. Actually, let’s just call it dumb. My thanks to @neil_neilzone for making that clear this morning with the following tweet: https://twitter.com/neil_neilzone/status/870596648132628480 When you create the defined term this Agreement by means of an integrated definition in the introductory clause, the … Read More

An autonomous definition might refer to the part of speech of the defined term. If it does, invariably it’s because one or more related forms of that defined term are used in that contract and are treated as defined terms too. Here are four examples: “Transfer” means, when used as a noun, any voluntary or involuntary, direct or indirect (whether through … Read More

Recently I had occasion to revisit an issue I thought long settled. Because it involves reader comprehension generally, I took the liberty of buttonholing people involved in legal writing but not contract drafting. Here’s what I asked them: Below are two sentences. The second is the definition of a key defined term used in the first. Necessarily, one has to come … Read More

In this 2014 post I described what seemed an oddity: putting the defined-term parenthetical at the beginning of the definition. Well, I think that with some tweaking it can be turned into a legitimate technique. Here’s how I’ve just described it in something I’m working on: If you put the defined-term parenthetical at the end of a list of items and … Read More

I’d like now to address a concept in a way I haven’t had occasion to address it before: the circular definition. Consider the following contract definitions: “Bonus Date” means a date on which Acme determines that a Bonus Period concludes. “Bonus Period” means a period that commences on a date determined by Acme and concludes on a Bonus Date. Their … Read More

At an in-house seminar in Moncton, New Brunswick, yesterday—hi, guys!—one of the participants mentioned that he had seen a contract in which it was stated that all undefined terms were as defined in the Oxford English Dictionary. Of course I found an example of that provision on EDGAR: [T]erms not defined in this Development Agreement shall have the meaning ordinarily … Read More

MSCD offers two ways to create defined terms: autonomous definitions and integrated definitions. Here’s an autonomous definition: “SEC” means the U.S. Securities and Exchange Commission. Here’s an integrated definition, with its associated defined-term parenthetical: … Acme Incorporated, a Delaware Corporation (“Acme”). But one also sees a different way of presenting definitions: as autonomous definitions, but with the defined term placed at the … Read More