It seems as if the list of definitions at the beginning of contracts gets longer and longer, and often they are very useful. However, they must be carefully constructed.

I have come across the following example today of a ‘circular’ definition:

Definition: ‘Protocol’ means the protocol which the supplier must provide to the client in accordance with Clause 2

Clause 2: The supplier will provide the client with the Protocol

This definition creates a perpetual loop. As the supplier, you would read to clause 2 and see that you have to provide a Protocol – you would then look to the definition to see what it means, and find that it is the document you have to provide under clause 2!

As a lawyer who focuses on the practicalities of contractual agreements – and on making them as short as is reasonably possible – if I was re-drafting this, I would firstly decide whether a definition was required at all. If it was, I would probably re-word it along the lines of the following:

‘Protocol’ means a protocol in the form set out in Schedule 1, or in such alternative form as the parties shall agree in writing from time to time.

The first part of the wording gives the parties certainty as to what is meant, and the second part gives them the flexibility to make future changes.

Do you have definitions in your agreements which don’t make sense to you or go around in circles? If so, I’d be pleased to hear about them.