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Tuesday, February 20, 2024

The Case for Utilizing “The” with Celebration-Identify Outlined Phrases That Encompass a Widespread Noun

Some individuals really feel strongly that one shouldn’t use the article the with party-name outlined phrases that encompass a standard noun. In different phrases, say Firm, not the Firm.

Right here’s what I say about that in A Handbook of Fashion for Contract Drafting:

If the outlined time period for a celebration identify is a standard noun, use the particular article—the Purchaser quite than Purchaser. It’s much less stilted, and that greater than offsets the marginal financial system afforded by eliminating each occasion of the from the outlined time period.

However I haven’t said my case as utterly as might need, so I’m utilizing this submit to do exactly that.

There’s No English-Utilization Downside with Utilizing “The”

I’m conscious of three arguments that bear on this subject. First, I’ve heard it steered that it’s at odds with English utilization, or semantics, to make use of the with an outlined time period—that saying the Firm is as awkward as saying the Acme. However the argument goes the opposite method: Dropping the when utilizing firm is a grammatical mistake—one wouldn’t say, for instance, I’ve been working at firm for 5 years—so it is sensible to make use of the with the outlined time period Firm.

Dropping “The” Achieves No Helpful Economic system

And second, these in favor of dropping the cite the financial system it affords. In a 90-page merger settlement, switching from the Firm to Firm would possibly prevent 800 cases of the! That’s two-thirds of a web page of thes!

The variety of phrases in a doc offers you a tough concept of how a lot work it’s going to take to learn it, however what number of phrases you save or spend in expressing one thing a technique, versus one other method, is just one consider figuring out how greatest to say it. On this case, dropping all these thes comes at the price of imposing a stilted, nonstandard construction on the reader.

However extra to the purpose, not all further phrases are equal. If I have been so as to add to a contract 800 further phrases within the type of cases of however the forgoing, witnesseth, attorn, joint and a number of other, and materials, I’d escape in a chilly sweat. However 800 further cases of the impose nearly no cognitive workload.

And relating to an additional two-thirds of a web page of area taken up by further thes, it could be quaint for anybody to be involved in regards to the marginal use of additional paper and ink, significantly as paperwork aren’t printed as usually as in historical instances. (For a similar cause, selecting a typeface that permits you to cram extra phrases on a web page is inappropriate.)

The “Search-and-Substitute” Argument Isn’t Compelling

Relating to the third argument, right here’s what I say in MSCD:

Some drafters favor to omit the particular article to keep away from issues with careless search-and-replace (with the Purchaser turning into the Acme) if somebody replaces the common-noun outlined time period with a name-based outlined time period. However paying some consideration is all that’s required to keep away from that drawback.

So I say, recreation, set, and match in favor of retaining the for party-name outlined phrases that encompass a standard noun.

“Merger Sub” and “Mother or father”

However I’ve seen that in M&A contracts, the outlined time period Merger Sub is mostly outlined with out the. The identical goes for its companion outlined time period, Mother or father. And I’m nice with that. In contrast with Firm, the outlined time period Merger Sub is extra of a nickname, and it appears appropriate to offer Mother or father the identical remedy you’re giving Merger Sub.

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