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CS Professional · Drafting, Pleadings and Appearances · General Principles of Drafting

A draft agreement defines 'Effective Date' in clause 1 as the date of signing. Clause 14 later says the obligations commence 'from the Commencement Date', a term never defined anywhere in the agreement. What is the best precaution the drafter should have taken?

The drafter should use defined terms consistently and cross-check every capitalised term against the definitions clause. Here 'Commencement Date' is undefined while 'Effective Date' is defined, creating ambiguity about when obligations begin. Consistent terminology removes the uncertainty.

  1. ADelete the definitions clause altogether
  2. BUse defined terms consistently and cross-check every capitalised term against the definitions clauseCorrect
  3. CReplace all dates with the word 'hereinafter'
  4. DAdd a clause stating that the longer clause prevails

Explanation

The error is an undefined, inconsistent term. The precaution is to use one term for one meaning and verify each capitalised term is defined. Deleting definitions or relying on length of clause does not cure the inconsistency.

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