For the Avoidance of Doubt Legal MeaningAdmin
Read on, because I will tell you why the phrase “avoid doubt” is used in contracts and what the legal implications of such a sentence are. A third case where you want to use this phrase is when you make a statement that is very broad or non-specific, while the topic you cover after avoiding doubt is specific and meaningful. There are publications online that suggest that this sentence is superfluous. For example: www.adamsdrafting.com/for-the-avoidance-of-doubt/ Sometimes a writer uses this phrase in a contract to introduce a language that attempts to clarify the previous language, usually by indicating that something falls within the scope of the previous language or is excluded from it. In this context, for the avoidance of doubt, it is indeed said: “Excuse me if we are saying the obvious. Essentially, the term is used to avoid doubt, to limit a general statement, to emphasize a particular obligation, or to exclude undesirable interpretations of legislation drafted in simple and clear terms. And this obviousness would allow you to simply delete to avoid doubts, because the next language does not change the understanding of the previous language significantly. Take, for example, the following provision, which I have revised to delete for the avoidance of doubt (the deleted text is struck through; the new text is in square brackets): Does the phrase “for the avoidance of doubt” have any legal meaning or effect on the interpretation of a contract? Why is it added in some cases? In particular, I do not share this view, as there are cases in which the terms of the contract may seem clear to the author, but may nevertheless lead to different interpretations. Now that you know what it means to avoid doubt, why it`s used and how it works, good luck with your contracts! This arbitration agreement applies to all matters relating to this Agreement, the RSU Agreement and the employment of the officer and/or termination of employment with the Company, including, but not limited to, disputes regarding the validity, interpretation or effect of this Agreement or alleged breaches thereof, any payment due under this Agreement or the same Agreement; and any complaint arising from an allegation of discrimination.
Harassment or retaliation. For the avoidance of doubt, this arbitration agreement does not apply to disputes arising out of the indemnity agreement. Nothing in this Agreement confers any statutory or equitable benefit or right, remedy or claim under this Agreement on any person other than the parties and their successors, the Owner-Trustee, a separate trustee or co-trustee appointed pursuant to Section 6.10 of the Deed, the promissory note insurer, the swap counterparty and the bondholders. For the avoidance of doubt, the owner trustee, the promissory note insurer and the swap counterparty are third-party beneficiaries of this Agreement and are entitled to the rights and benefits provided by this Agreement and may apply the terms of this Agreement as if they were a party to this Agreement. And quite often, because the avoidance of doubt serves as an inferior and completely dispensable form of rhetorical emphasis: How is it for a categorical statement: Never use to avoid doubt. Sometimes the avoidance of doubt is useless, since the following language does not refer to something that falls within the scope of the previous language or is excluded from it: It is a tacit recognition that the ability to speak English is so weak that no doubt could be avoided in the above. Looking for the meanings of For the avoidance of doubt? For the avoidance of doubt. – Phenomena and domination. The dominant principles of contract design require that you be “simple and clear” and avoid ambiguity (see points 1.1 and 1.3 (b)).
These principles require that you do not rephrase a provision: a reworded sentence carries a significant risk that the two sentences will partially contradict each other. A somewhat cerebral phrase often used to introduce such a reformulation serves to avoid doubt (or also for clarity). It attempts to make explicit something that should already be covered by the previous formulation, but could be interpreted differently (reasonably or contentiously). jollycontrarian.com/index.php?title=For_the_avoidance_of_doubt When used carefully and carefully, it can help you shape your contracts so that the parties to the contract can understand their legal obligations and potentially avoid disputes. In other words, a sentence beginning with a Party should prompt a Party to reformulate the two sentences into a clear provision. If possible, avoid it. Exceptionally, however, a clarification “for the avoidance of doubt” might be helpful. Adams on Contract Drafting provides a list of examples where the phrase “avoid doubt” is commonly used. This ranges from non-compliance with the sentence, to using the phrase as an alternative to a party acknowledging a particular fact, to using the phrase to add rhetorical emphasis. Whatever the purpose, Adams shows that eliminating punishment actually improves the wording of a contractual provision.
Finally someone who understands our frustration! For example, if you state in a contract that the other party must respect the intellectual property rights of the other party, you can use the phrase “for the avoidance of doubt” to emphasize that it may refer specifically to a certain type of material to bring it to the attention of the other party. Sometimes, for the avoidance of doubt, it is used as a tasteless alternative to a party`s recognition of a particular fact: the United States District Court (N.D. California) in Autodesk, Inc. v. Alter also noted that the phrase “for the avoidance of doubt” in an IP license agreement was not used to clarify previous provisions. In particular, the provision of the sentence concerned a group of stakeholders and parties different from those mentioned above. The court added that the phrase “introduces new obligations.” In contracts and legal writings, the term is generally used to avoid doubt, to emphasize a particular provision, condition or obligation, or to exclude undesirable or undesirable interpretations of the legal text. In contrast, the United States District Court (D. Maryland) in Geist v. Hisp. Info. & Telecommunications.
Network, Inc. rejected the argument that a phrase beginning with “for the avoidance of doubt” had been used to clarify the previously established provisions of the agreement. The wording of the agreement according to “avoid doubt” actually introduced new language that could not be found elsewhere. The Court noted that all previous provisions of this section apply to existing agreements and that the following conditions “for the avoidance of doubt” refer to future agreements. As a result, the General Court was forced to give the provision an autonomous meaning and not to treat it merely as a clarifying wording. So in this case, the term wasn`t really used to clarify! Perhaps it is a one-time exception and all the other lawyers who use the term correctly? Not really! The first case in which it might be justified to use “for the avoidance of doubt” is to begin a clause or provision when the subject matter has already been dealt with by the preceding clause. While you should aim to make your contracts as clear as possible so you don`t have to use the phrase to avoid doubt, there are instances where it may be justified to use it. Next, let`s analyze when lawyers use the term in an IP (or other) license agreement. The most obvious use is to confirm a point that is not clear either in this Agreement or in the combination of this Agreement with previous agreements. In one example, the Delaware Chancery Court recognized that the provision, which begins with “for the avoidance of doubt,” is under review and that “the wording is contained only to confirm the pre-existing result.” White v. Curo Texas Holdings.
In another example, the provision contains concrete examples to extend an earlier provision. Similarly, the United States District Court (S.D. Texas) concluded that the provision “cannot be construed as a limitation of liability, but as clarifying language.” Oceaneering Intern., Inc. v. Cross Logistics, Inc. These may seem simple. But it gets worse. The Executive is responsible for the payment of all taxes and social security contributions of the employee levied by a tax authority in connection with payments and benefits made under this Agreement (except for the avoidance of doubts about the employee`s taxes and/or social security contributions withheld or withheld by the Company when paying amounts to the Manager). “The use of the phrase `for the avoidance of doubt` indicates to the reader that the preceding provisions are unclear and that the author was forced to clarify his intention in even more words. What if the author simply rewrote the previous provisions to clarify them first? As intellectual property lawyers, we tend to analyze every word because it counts. In 1892, the U.S. Supreme Court was appointed in Topliff v.
Topliff put it well: “The patent specification and patent claims, especially if the invention is complicated, represent one of the most difficult legal instruments that can be drawn accurately.” We agree wholeheartedly! When drafting patents, we learned to eliminate words that are not necessary and, more importantly, to design language that is as clear as possible from the outset to avoid problems with Article 112, et cetera.