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

In a services agreement, Clause 2 says 'Services means the services listed in Schedule A'. Clause 9 refers to 'the Work' performing the same function, without a definition. Under sound drafting practice, what is the best correction?

The drafter should use the defined term 'Services' consistently throughout the agreement. Changing to an undefined word like 'Work' suggests a different meaning was intended and invites dispute, so one term should carry one meaning across all clauses, which is the core discipline behind defined terms.

  1. ALeave both terms, since the reader will infer they are the same
  2. BDefine 'Work' separately as a different concept
  3. CUse the defined term 'Services' consistently throughoutCorrect
  4. DReplace 'Services' with 'Work' only in Clause 2

Explanation

Once a term is defined, it must be used consistently; switching to a different word invites the argument that a different meaning was intended. Hence the undefined 'Work' should be replaced with 'Services'. Relying on inference leaves the very ambiguity drafting aims to avoid.

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