Successors and assigns

Boilerplate Anatomy™ Go Premium 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 Comments? Questions? Suggestions? Requests? Insults? We’d love to 📧 hear from you. Sign up for our newsletter.

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 who won’t simply dash off a couple of sardonic paragraphs to point out the harmless trititude of a time-worn catchphrases, but will launch an all-out thermonuclear attack on it, by way of syndicated, multi-chapter 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 uses for a successors and assigns clause, Mr. Adams patiently explains — five are set out in Tina L. Stark’s Negotiating and Drafting Contract Boilerplate — and none of them make any sense.

Ms Stark, charitably, supposes the origins of the “successors and assigns” clause are so obscure and its modern form “so truncated that its objectives are veiled.” 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!