Arising out of or in connection with

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A compound preposition that speaks to the sheer terror with which some attorneys view the English language. Most often deployed in service of that frightfully dull Rome II convention, which covers the jurisdiction of the courts to hear contractual disputes - or those arising out of or in connection with the contract, relating to can quite serviceably deputise for this dismal phrase.

Why say “This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and interpreted in accordance with English law” when you mean “This Agreement and any related non-contractual obligations will be governed by English law”?

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

  1. 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.