With respect to: Difference between revisions
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{{pe}}“[[With respect to]]” (aka “[[in respect of]]”) is a | {{pe}}“[[With respect to]]” (aka “[[in respect of]]”) is a [[compound preposition]], like “[[in relation to]]” or “[[in connection with]]” that puts two things loosely in connection with each other, without implying a causal link between them. It’s — literally — a ''meta''preposition. Very meta. | ||
A good one to use if your [[Mediocre lawyer|natural fear of your own language]] cautions you against stronger, less mealy-mouthed [[preposition|prepositions]], that ''do'' imply a causal link between subject and object, like “in”, “[[under]]”, “[[arising out of]]” or “from”. If you use one of these, there is always the chance — [[Chicken-licken|the sky might fall in on your head]], of course — that you might have missed something. | A good one to use if your [[Mediocre lawyer|natural fear of your own language]] cautions you against stronger, less mealy-mouthed [[preposition|prepositions]], that ''do'' imply a causal link between subject and object, like “in”, “[[under]]”, “[[arising out of]]” or “from”. If you use one of these, there is always the chance — [[Chicken-licken|the sky might fall in on your head]], of course — that you might have missed something. | ||
The classic formulation is found in the standard [[Rome II]]-compliant [[governing law]] clause: “[[In the event of]] a dispute [[arising out of]] ''or [[in relation to]]'' this | The classic formulation is found in the standard [[Rome II]]-compliant [[governing law]] clause: “[[In the event of]] a dispute [[arising out of]] ''or [[in relation to]]'' this [[contract]], [[including]] any question regarding its existence, validity or termination ...” | ||
This captures not just disputes in contract ''[[under]]'' this agreement, but disputes that might arise as to the formation of this agreement (pre-contractual [[Misrepresentation|misrepresentations]], for example — whcih as a matter of logic predate the | This captures not just disputes in contract ''[[under]]'' this agreement, but disputes that might arise as to the formation of this agreement (pre-contractual [[Misrepresentation|misrepresentations]], for example — whcih as a matter of logic predate the [[contract]], and therefore cannot arise “[[under]]” it), and disputes about actions, while performed under a contract, might all the same sound in tort (should there be found to be concurrent liability — a remote contingency, to be sure, but our sacred duty is to obsess about remote contingencies, remember?). | ||
{{loose prepositional phrases}} | |||
{{sa}} | {{sa}} | ||
*[[Governing law]] | *[[Governing law]] | ||
Latest revision as of 13:30, 14 August 2024
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Towards more picturesque speech™
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“With respect to” (aka “in respect of”) is a compound preposition, like “in relation to” or “in connection with” that puts two things loosely in connection with each other, without implying a causal link between them. It’s — literally — a metapreposition. Very meta.
A good one to use if your natural fear of your own language cautions you against stronger, less mealy-mouthed prepositions, that do imply a causal link between subject and object, like “in”, “under”, “arising out of” or “from”. If you use one of these, there is always the chance — the sky might fall in on your head, of course — that you might have missed something.
The classic formulation is found in the standard Rome II-compliant governing law clause: “In the event of a dispute arising out of or in relation to this contract, including any question regarding its existence, validity or termination ...”
This captures not just disputes in contract under this agreement, but disputes that might arise as to the formation of this agreement (pre-contractual misrepresentations, for example — whcih as a matter of logic predate the contract, and therefore cannot arise “under” it), and disputes about actions, while performed under a contract, might all the same sound in tort (should there be found to be concurrent liability — a remote contingency, to be sure, but our sacred duty is to obsess about remote contingencies, remember?).
Loose prepositional phrases
Careful, by the way, about being too trigger-happy about loose prepositional phrases like this. There is a howler in the definition of income in the 2010 GMSLA:
- Income means any interest, dividends or other distributions of any kind whatsoever with respect to any Securities or Collateral;
Here, it should say “...distributions of any kind whatsoever[1] paid under the Securities or Collateral.”
Distributions paid with respect to the Securities could include amounts paid by unreleted third parties that reference the Securities: you know, like derivative payments. Payments on credit events, where the underlier has blown up. Payments that could be levered, or modified, but nonetheless paid by reference to the shares themselves. So that would be bad. Borrowers of stock loans have no intention to manufacture these kinds of payments.
See also
References
- ↑ Actually, in the JC’s view this is also unintentionally wide and really ought to be “...or other similar distributions”. See Income for more tedious discussion on this fascinating topic.