Methods of defining words and terms

Definitions can be put to a number of different uses in a document.

Consider the following uses.

4.3.1 Definitions which restrict the meaning of a word The ordinary dictionary meaning of a word may be of wider import than is required in the context of a document, but a suitable alternative which conveys the narrower intended meaning may not exist. In these circumstances, the word may be defined so that it is restricted to the narrower meaning for the purposes of the document. This is done by indicating in the definition what is excluded from the meaning of the word as used in its defined sense. For example, if a testator wants to establish a trust in his will for a large number, but not all, of his numerous nieces, the use of the term ‘nieces’ without definition would be inappropriate, as it would include nieces who are not intended to be beneficiaries.

Reference to individual nieces by name everywhere in the document would be unduly cumbersome, and it is unlikely that a suitable alternative could be found which would accurately and concisely define the class intended. Thus, one course is to define

‘nieces’ in a way which excludes nieces who are not the objects of the trust. There are a number of ways in which this might be done, but perhaps the most obvious is to list all nieces intended as beneficiaries in the definition. Since the word, as a definition, is limited to only some of the objects which would ordinarily fall within its meaning, those objects not included are excluded by implication.

The following examples also illustrate how a definition can be restricted in its meaning by excluding, by implication, what is not expressly included:

‘Company’ means a public company as defined by the Companies Acts.

‘Notice’ means a notice in writing.

In the first example, private companies, at least, are excluded; in the second example, any form of notice other than the one in writing is excluded.

A definition may also restrict the meaning of a word to a particular time or area, as in the following illustrations:

‘Conveyance’ means a conveyance made after 30 June 2000.

‘Employee’ means an employee whose employment with the employer commenced after 1 January 2000.

‘Land’ means land in England and Wales.

4.3.2 Definitions which extend the ordinary meaning of a word

The ordinary meaning of a word may be extended by a definition so that it includes something which is not within its ordinary material meaning, but is not such as to give it an extraordinary meaning.

This technique is normally used when there is no suitable alternative word which would accurately include both what the defined word ordinarily includes plus its extended meaning as defined. For example, the following definitions include things which would not normally fall within them:

‘Business’ includes any profession or trade.

‘Cash’ includes money in any form.

‘Wife’ includes a former wife.

4.3.3 Definitions which give words an extraordinary meaning

Sometimes, a definition may be given to a word or term which could not be attributed to it in ordinary usage. It is unwise to give a definition an extraordinary meaning, as a reader would not expect the word or term to bear that meaning and may find it difficult to keep this meaning in mind. The result may be confusion or

mistakes by the reader. The following definitions illustrate an unnatural meaning:

‘Motor Vehicle’ includes a bicycle or any horse drawn carriage.

‘House’ includes a caravan.

Since neither a bicycle nor a horse drawn carriage has a motor engine, the definition ‘Motor Vehicle’ is unnaturally wide. A caravan would not be ordinarily described as a house, so the definition of

‘House’ is unnatural and could be replaced by a definition which is more suitable to the context, such as ‘Dwelling’.

Definitions of this type are not wholly unacceptable, but they require care in their use. There may be occasions where their use is unavoidable because a suitable alternative could be found for the context of the document.

4.3.4 Definitions which label long terms

Sometimes, an individual, company or unincorporated body with a long name, or a statute with a long title, needs to be referred to in a document. In either case, the constant repetition of the long name or title will add to the length of the document and detract from its clarity in those places where it needs to be mentioned. This can be avoided by using a label to refer to the name or title which is either a single word or appropriate initials, as in the following examples:

‘Taxes Act’ means the Income and Corporation Taxes Act 1988.

‘Company’ means the Universal General Manufacturing and Trading Company Limited.

‘IBC’ means International Brick Company plc.

In addition to labelling an inconveniently long term, a labelling definition can also be used to refer to a class of persons or a collection of things which could not be easily referred to individually in the document, as the following example illustrates:

‘Shareholders’ means persons listed for the time being as shareholders in the Company’s register of shareholders.

4.3.5 Definitions which substitute or delegate

A definition may indicate not only to whom or to what it refers, but then go on to indicate that other persons or things may fall within the definition by way of substitution or delegation. In this sense, the definition may avoid the need for provisions in the document on substitution or delegation. For example, a business loan agreement may define ‘Auditors’ as follows:

‘Auditors’ means Brown and Co or such other firm of chartered accountants of internationally recognised standing as are appointed auditors of the Borrower and its Subsidiaries.

Definitions which substitute or delegate can add flexibility to a document and avoid the need for amendments in future. For example, it is common in trust deeds to define the ‘Trustees’ as the trustees for the time being, rather than as named individuals who hold the office of trustee.

4.3.6 Definitions which clarify

Sometimes, a word or term used in a document may leave doubt in the mind of the reader as to exactly what is or is not intended to be included in it. This may be due to the fact that the dictionary meaning of the word is not clear, and it has not been possible to find a more precise and usable alternative. A definition of that word or term may be included in the document so as to eliminate doubt.

Such definitions are, in essence, ‘for the avoidance of doubt’. Thus, for example, it may be necessary to define ‘month’ in an agreement or lease as referring to ‘calendar month’ or to define ‘stocks and shares’ in a deed as including all forms of investment dealt with on the stock exchange.