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firm:drafting:legal-instruments [2025/09/29 16:43] – adminfirm:drafting:legal-instruments [2026/03/10 15:17] (current) – [Definitions] admin
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 Typically, the text begins with an interpretation section. This section may be a single section without sub-sections. Typically, the text begins with an interpretation section. This section may be a single section without sub-sections.
 +
 +=== Standard logic ===
 +
 +The structure of an agreement must move from the most general rules needed to read the agreement to the details particular to the parties, with a final, general, part that details the general rules for termination and dispute resolution. This movement must also work chronologically. A reader must be able to understand 
 +
 +  - how the agreement needs to be read; 
 +  - the obligations established by the agreement;
 +  - the manner in which decisions relating to the obligations are made;
 +  - the kind and amount of information shared between the parties; 
 +  - the method or means of exchange between the parties;
 +  - the manner in which the agreement is administered;
 +  - the method of dispute resolution (if any) required between the parties;
 +  - the means of terminating the agreement;
 +  - default of the agreement; and
 +  - general administration of the agreement.
 +
 +This structure is similar to the hourglass structure of many essays. 
 +
 +==== Style ====
 +
 +The most important stylistic element in plain-language drafting is use of a basic sentence structure: subject-verb-object (SOV). That is the appropriate structure for sentences that create obligations. It is a natural form of speech that English-speakers intuitively understand. The actor, a subject, acts by means of a verb upon the object. Use this sentence structure to create most if not all clauses in a legal instrument.
 +
 +"Style" in this context also refers to the use of appropriate grammatical conventions, some of which are detailed in [[firm:drafting:style-guide|this wiki]].
 +
 +===== Drafting conventions =====
  
 ==== Definitions ==== ==== Definitions ====
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 ''18. (1) Definitions should be used sparingly since they alter the meaning of terms that may be inadvertently read without appreciating the definitions. They should be used only for the following purposes: '' ''18. (1) Definitions should be used sparingly since they alter the meaning of terms that may be inadvertently read without appreciating the definitions. They should be used only for the following purposes: ''
-''(a) to avoid doubts about the application of a term or to delimit its application;''  
-''(b) to avoid excessive repetition; '' 
-''(c) to allow the use of an abbreviation; '' 
-''(d) to signal the use of an unusual or novel term.''  
  
-==== Style ====+''a. to avoid doubts about the application of a term or to delimit its application;'' 
  
-The most important stylistic element in plain-language drafting is use of a basic sentence structure: subject-verb-object (SOV). That is the appropriate structure for sentences that create obligations. It is a natural form of speech that English-speakers intuitively understand. The actor, a subject, acts by means of a verb upon the object. Use this sentence structure to create most if not all clauses in a legal instrument.+''b. to avoid excessive repetition; ''
  
-"Style" in this context also refers to the use of appropriate grammatical conventions, some of which are detailed in [[firm:drafting:style-guide|this wiki]].+''c. to allow the use of an abbreviation; ''
  
-==== Drafting principles ====+''d. to signal the use of an unusual or novel term.'' 
  
 +These guidelines apply as much to contract drafting as to legislative drafting. They limit the use of definitions to cases of clear ambiguity or altering the common meaning of a word or phrase such that it bears a meaning specific to the contract.
  
 +Definitions do not create substantive rules. 
  
-===== Common clauses =====+Definitions cannot cross-reference the use of a term or a definition in a section. If a section requires a specific definition that will not apply to the entire agreement, that definition should appear in the section. 
 + 
 +Definitions are located in either a general or specific definitions section.  
 + 
 +  * A general definitions section appears in Part I, section 1 of the contract. This section will set out any definition that applies to the entire agreement or that may affect the entire agreement.  
 +  * Specific definitions are appear as interpretation sections that begin parts of the contract or as sub-sections in sections. These definitions will, as their name suggests, relate only to parts or sections of the agreement.  
 +  * The decision to create specific definitions may be made when a limited part of the contract requires a departure from a word or phrase's common meaning. In such cases, the reader will benefit from a definition that appears close to the rule that requires the definition. 
 + 
 +===== Common sections =====
  
 Agreements will often require similar language one between the other. Language carried over between agreements helps the drafter by lessening the workload and allowing the drafter to focus on the more thorny parts of a text. Agreements will often require similar language one between the other. Language carried over between agreements helps the drafter by lessening the workload and allowing the drafter to focus on the more thorny parts of a text.
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 This provision will cause all the definitions from the referenced section to become incorporated by reference in the agreement. A drafter should take care not to unwittingly incorporate definitions that are at odds with the intended meaning of a word or phrase in the agreement. Blanket incorporation by reference must only be used when the drafter has reviewed the definitions and made sure that the agreement and statute properly use each defined term. This provision will cause all the definitions from the referenced section to become incorporated by reference in the agreement. A drafter should take care not to unwittingly incorporate definitions that are at odds with the intended meaning of a word or phrase in the agreement. Blanket incorporation by reference must only be used when the drafter has reviewed the definitions and made sure that the agreement and statute properly use each defined term.
 +
 +==== Sections that probably don't need to exist ====
 +
 +=== Amendments ===
 +
 +An agreement may only be amended with both parties' consent, and this rule is the general rule of contract. Parties cannot unilaterally amend agreements once these are made. Most contracts do not require detailed sections regarding the power and method of amendment. Our standard amendment section principally deals with how the amendment is recorded:
 +
 +''This agreement is amended when the parties provide their written consent to the text of an amendment, whereupon the text of the amendment will be scheduled to all copies of this agreement.''
  
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