Should You Aim to Make All Your Defined Terms One Word Long? – Adams on Contract Drafting


Betteridge’s law of headlines says that “Any headline that ends in a question mark can be answered by the word no.” Well, Betteridge’s law applies to this post.

Raiford Palmer drew my attention to this tweet, which says as follows:

Defined terms (“Definitions”) should be 1 word.

2 words MAX, in rare cases.

If you’re out here dropping 3+ word defined terms, please revert back to 1L and start over.

Prompted by this tweet, I looked at a contract I drafted. Out of 26 defined terms, 11 use two words (including Confidential Information and Nonparty Claim) and three use three words.

I’m not sure how I should have shortened those two-word defined terms to one word. By using CI instead of Confidential Information, perhaps? That would be a bad idea, as it would make the defined term less accessible.

The three-word defined terms include Change of Control and Force Majeure Event. Should I have shortened them to CofC and FM Event? Again, that would make those defined terms less accessible.

So what this tweet insists on is unrealistic.

The appropriate metric isn’t how long a defined term is. Instead, the overall economy afforded by a defined term is measured by how long it is compared with the definition and how often the defined term is used. Choose a defined term that is concise yet makes the core meaning accessible to the reader. If you can do without a given defined term, so much the better.


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