The Princess Bride and Terms of Art

Inigo Montoya, one of the characters in the movie the Princess Bride, says “You keep using that word. I do not think it means what you think it means” when Vizzini repeatedly misuses the term inconceivable.

When parties use certain words or terms of art in a document they may understand what they mean.  But do others?

Terms of art and professional jargon play a valuable role in many fields. They help professionals speak to one another with efficiency and precision. But arcane language can often be confusing to those people who are outside of the inner circle of the business or who are not professional providers. 

When drafting documents, terms of art should be used sparingly. When included, the terms should be defined clearly. That might make the documents a bit longer, but the meaning of the words and the intent of the parties will be much clearer to others. It also helps to avoid misunderstandings among the parties in the future.

Some things to consider when using terms of art--Would they make sense to investors, business partners or third parties? In the event of litigation, would the intent of the parties be clear to a judge or arbitrator? How about a jury? Could a lack of clarity be used against you?

Avoid using too many terms of art when possible. Try to clearly define what you mean in a document so that it makes sense to third parties, and mediators, judges, and arbitrators.  You never know who will need to understand what was intended 5, 10, or 20 years from now.