A contract I’m reviewing contains, as appendix A, a definition section. But it’s not referred to as a definition section. Instead, the heading is “Glossary of Terms.” Here’s how Wikipedia describes glossaries: A glossary, also known as a vocabulary, or clavis, is an alphabetical list of terms in a particular domain of knowledge with the definitions for those terms. Traditionally, a glossary appears at the end of a book and includes … Read More
A rogue comment by noted anarchist A. Wright Burke, M. Phil., in this post got commenters contemplating alternatives to using initial capitals to designate defined terms. In the process, Mark Anderson posted the following comment: A German: English legal translator recently asked a similar question on IP Draughts. As German nouns are capitalised, they though this was not a useful … Read More
Via @bradleybclark and this post on Legal Informatics Blog, I learned of a paper entitled “Software Tools for the Visualization of Definition Networks in Legal Contracts.” It’s by Michael Curtotti and Eric McCreath, both of Australian National University, and Srinivas Sridharan of the University of California, San Diego. Here’s the abstract: This paper describes the development of prototype software-based tools for visualizing definitions within legal … Read More
A little birdy suggested that I should check out the definition of “Arbitrator” in section 12(a) of the agreement providing for Jeff Bezos’s acquisition of the Washington Post. (For more about that contract, see this post.) Here’s the sentence in question: If the Purchase Agreement is not executed within 60 days of the date hereof, the Seller and the Purchaser … Read More
I’m not a fan of kitchen-sink definitions—definitions that include a grab-bag of items, not all of which belong together. Consider the following definition of “Claim,” culled from the grand flea market that is EDGAR: “Claim” means all losses, claims, damages, penalties, judgments, liabilities and expenses of any kind (including, without limitation, reasonable and documented out-of-pocket costs of investigation and defense thereof and reasonable … Read More
I’d made many new professional friends through A Manual of Style for Contract Drafting, but never new family members. So recently I was delighted to receive an email from a reader who announced that not only did he “hugely appreciate” the book, he was also related to me—he was my second cousin once removed. More specifically, my reader’s great-grandfather was … Read More
Note use of the defined terms “X” and “Y” in the following, from the 2002 ISDA master agreement (discussed in this post): If a party is so required to deduct or withhold, then that party (“X”) will:— (1) promptly notify the other party (“Y”) of such requirement; (2) pay to the relevant authorities the full amount required to be deducted … Read More
