Anatomy Basics

February 20, 2008

Describing the anatomy of legal documents is an inherently difficult task that is fraught with complexity and exceptions. What is true for some documents may be incorrect or inapplicable for others. The law that applies in various jurisdictions will also be a factor influencing diversity.

My comments are general observations. They must be tempered with common sense and applied with care.

Document names and terminology often vary simply due to personal preference.

Just as human anatomy is dependent on gender and age, legal anatomy is dependent on the nature and value of the transaction and, of course, on the level of potential liability.

Drafting a phone book sized agreement for a basic transaction is ludicrous. Certainty and clarity can be equally achieved in smaller documents. Deals can also be lost if they are unnecessarily delayed while minor terms are haggled and that leads to continual redrafting. It is equally true that it is financially impractical to over-engineer a transaction or to incur huge legal costs for a low risk or low value transaction.

Knowing a person’s age and identity tells you very little about the person’s personality, interests, facial appearance or sense of humour. It’s the same with this information… accept it for what it is and use it knowing there is a lot more still to be considered and applied.

Knowing the law is useful, but knowing how to wisely use it should be our goal. This primer should be backed up by advice from a clear, concise and commercially-astute lawyer.

Anyway enough of my caveat emptor (“buyer beware”) rant. I hope the following skeletal overviews amount to a basic User’s Manual that makes the law a more useful tool in your hand: