Successors and assigns

Boilerplate Anatomy™ →Go uptown The classic formulation: “This agreement is binding upon, and inures to the benefit of, the parties and their respective permitted successors and assigns.” Resources: commercial imperative | Verbiage | Look, I tried | The ultimate client Index: Click ᐅ to expand: Boilerplate Representations and warranties Tell me more Sign up for our newsletter — or just get in touch: for ½ a weekly 🍺 you get to consult JC. Ask about it here.

The JC’s love for the tedial minutiae of boilerplate is deep, but when it comes to pedagogical rigour, he is no match — there is no match, frankly — for the redoubtable Ken Adams, author of A Manual of Style for the Drafting of Contacts.

Mr Adams’ violets don’t shrink. Not for him, the JC’s preferred MO of lazily dashing off a couple of sardonic paragraphs to mock the harmless triteness of a time-worn legal catchphrase: Mr. Adams prefers the all-out frontal thermonuclear attack. His medium of choice: the peer-reviewed academic monograph.

He did one about successors and assigns in the June 2013 issue of Which! Advocate, and I cannot improve on it in any way, so simply commend it to you. There are seven possible explanations for a successors and assigns clause, Mr. Adams patiently explains — five are set out in Tina L. Stark’s Negotiating and Drafting Contract Boilerplate: now there’s a dinner party of the spheres — and none of them make any sense.

Ms Stark, charitably, supposes the origin of “successors and assigns” to be so obscure and its modern form so truncated “that its objectives are veiled.” No-one knows what it is for and, as is de rigueur among fearful legal eagles, what one doesn’t understand one is best to leave well alone.

Mr. Adams is having none of that, and lunges instead at Occam’s razor:

“A simpler explanation is that it’s a useless provision that survives because drafters are unsure what function it serves and so are loath to get rid of it. And it’s sufficiently obscure that one can project onto it all sorts of unlikely meanings.”

Ouch! Tarry not. Strike it from your contracts!