Terms that serve to achieve clarity without needless repetition, improving a contract’s readability and consistency, while eliminating ambiguity and exposing drafting flaws.
Defined terms are found in legal documents, and are often placed at either the beginning or end of the document.
Any term that is vague or subject to more than one interpretation should be defined.
Defined terms are useful because words or phrases could be subject to multiple interpretations.
Words might be subject to multiple interpretations because many terms are industry- specific: a certain term may mean one thing to a regional publisher and another to a Fortune 500 Company.
While the parties negotiating a contract may be conversant with industry-specific jargon, if disagreement leads to lawsuit, judges not familiar with this vernacular may end up deciding the contract’s outcome, relying on defined terms for clarity.
Autonomous definitions and integrated definitions.
â€¨An autonomous definition is linked to its defined term by a verb.
For example: “IRS” means the Internal Revenue Service.
An integrated definition is a definition in which the defined term is created in parenthesis and placed at the end of the definition.
For example: “Among recent recommendations of the Federal Aviation Administration (FAA) are . . .”
Yes, if a term is not defined, normal usage applies.
Regardless of a particular term’s everyday definition, when parties agree on a term’s definition in a contract, they are agreeing that the term defined will have the specific, agreed-upon, definition.
The defined terms section of a legal document should be drafted after the legal document’s regulations are drafted.
While there is no law governing formatting, conventional drafting practices mandate that:
In addition to improving readability, this standard of listing ensures an easy addition and removal of definitions, because paragraph designation does not have to be changed each time terms are added or removed.
Yes, generic terms and abbreviated terms should be defined.
For example, the abbreviated term “NLRB” in the following sentence should be defined as “National Labor Relations Board:” “Employees of the NLRB should refer to the executive branch-wide Standards of Ethical Conduct at 5 CFR part 2635.”
Flesch-Kincaid Readability tests are two tests designed to indicate comprehension difficulty when reading a passage of contemporary academic English.
The first test is the Flesch Reading Ease test, which is the standard at the U.S. Department of Defense (DOD MIL-M-38784B). The federal government also mandates its use by contractors producing manuals for the armed services.
The second test is the Flesch-Kincaid Grade Level test, used extensively in the field of education.
In the Flesch Reading Ease test, higher scores correspond to easier reading material, whereas lower scores correspond to more difficult reading material.
For reference purposes, comics average a score of 92, the Wall Street Journal averages 43, Harvard Law Review averages 32, and the Internal Revenue Code averages -6.
The Flesch-Kincaid Grade Level formula presents the level of U.S. education* generally required to understand a passage of text.
*Note: Elementary school includes grades 1-6; middle school includes grades 7-8; high school includes grades 9-12; college includes grades 13-16; graduate school includes grades 17+.
Defined Term was created to allow easy access without the need to visit and search from the home page. Instead you can search definedterm.com directly from the browser (like a google search) by typing definedterm.com/[search term] into the address bar. The resulting page either lists the various definitions for that term or, if the site does not contain any definitions for that term, search results containing similar terms.
Our founder, Ian Trumpower, was negotiating the high level terms of an investment whereby certain events would occur if the company reached "CFBEAST", i.e., an internally used acronym for Cash-Flow-Break-Even-And-Stay-There. The deal principals on both sides understood what was intended by the CFBEAST concept but drafting a legal definition was challenging to the lawyers. A search for other documents that contained a definition for CFBEAST or a similar concept yielded no results, in large part because there was simply no method of broadly searching defined terms. To alleviate situations like this we created a database of legal terms with a particular focus on terms that are unusual or difficult to draft.
Our users hail from industries ranging from law to science to business to government. Daily users include the Department of Defenese and the various military branches as well as the top financial and legal institutions.
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