Definitions: The Self-Serving Lexicology of Formal Corporate Communications

Definitions:  The Self-Serving Lexicology of Formal Corporate Communications

An Anecdotal Case-Study concerning the Necessity of, and Consequences of not, achieving a Collective Understanding of Atomic Principals prior to the Discussion of Atomic Compounds. 

Part 1:

Let me start by saying that my use of “Self-Serving” in the title of the article has no other intent but to indicate that the corporate reliance on Lexicology is in fact self-serving, and that is intentional, and there is no other requirement for it to be anything else( such as “for the betterment of the human race”, etc.)

Welcome to the Corporate Contracting world of commonplace Operational Lexicology:

Licensed Deliverable means software, including, without …….

Losses shall mean any and all loss……….
Milestone Date means a delivery date …….
Milestone Schedule means the schedule of delivery ……….
Nonconformity means a deficiency (or……………….
Open Source Software means all software licensed to…….
Pre-Production Testing has the meaning set forth in Section 9.4.
Project Manager means those individual designated…….
Requirements means the detailed business, functional and …….
Scope means the intended range of activities ……….

This is a *partial* listing of the Definitions that I plucked from over 100, that prefaced roughly 150 pages of a Corporate, Dual-Counterparty Contract. 

The Definitions here, are obviously truncated with “….”, but the actual definitions may have in some cases, been half of a page in length. 

Is this extreme?  Not at all.  It wasn’t even that big a contract. 

The contract cost $90,000++ in legal fees to draft, but when signed, kicked off a 3 year SDLC(Software Development LifeCycle) project to build something that had never been built, buy a company that had never built anything, and with a cost of $15M and nearly 50,000 man-days, give or a take a few. 

Why does this Use-Case have anything to do with “ethereal academia?”  Magnitude.  Scale. Uncertainty.  Diversity of stakeholder: Priorities, Knowledge, Personal Objectives, etc. 

 It’s the same reason that Games have rules; often players know how to play. But, sometimes a player does not “know” or “understand” all the rules, individually, or as a collection.  Contract Rules, generally begin with Definitions.  The idea is that like an English-English Translation, explaining WORDS, by using a lot more( very expensive) words, will ensure that everyone is on the same page at inception, and therefore, if at some point, uncertainty arises, the Chosen Ones, the Illuminati of Contracts and Rules, could be summoned, and the Definitions could be recited, verbatim of course, because we all know that restating a definition usually helps people who didn’t understand it the first time, suddenly and cathartically understand it the 12^th time.   

This form of “mediation” does in fact work sometimes.  Usually in small, “non-material matters”, when a rule is broken (intentionally, unintentionally), or whether in Sport, Folly, or under Extreme Duress. 

But, raise the stake high enough, and what was once “non-material” can mean the difference between Everything and Nothing. 

Part 2:

Now back to our Corporate Use-Case:  Suppose a question arose one day regarding a Payment that was received in the mail by the Counterparty.  The payment was sent within an envelope.  And suppose that for one reason or another, this Counterparty, the Receiver of the envelope, decided one day that they no longer wanted to be a part of the Contract. But, they needed a way to have the contract nullified, and only in a manner that would be of no harm to them, and quite possibly of significant benefit to them. 

So, the Aggressor Counterparty (the receiver of the envelope) combs through the 100’s of pages of Contract looking for the tiniest bit of inconsistency that could potentially be the basis for their claim of “Counterparty Default”. 

It so happens that the tiny, “non-material” bit of wording that they find is “ENVELOPE”. 

The DEINITIONS section of the Contract says: “ENVELOPE:  A paper-based materials container recognized by the USPS as an acceptable method of conveying postal mail.” 

In our se-case here, the sending Counterparty, in good faith, and making all efforts to ensure that the payment tender could be insured, tracked, and otherwise confirmed upon receipt, spent the extra money, and sent the payment via FEDEX, in a FEDEX Next Day Delivery envelope. 

 But guess what?  FEDEX, who makes every effort to ensure that deliveries arrive undamaged and unhampered with, uses Tyvek( industrial synthetic material) envelopes because they are water and tear resistant.  But what they are NOT; is made from paper. 

So, the Aggressor Counterparty refuses delivery of the FEDEX package.  The Shipping clerk from the counterparty who sent the payment doesn’t bother to check on the status of the package because “in his 20 years with Company X, he has always used FEDEX, never had a problem, and he ships 500 packages a day”. 

So, the Aggressor Counterparty waits 45 days (as per the Payment Terms defined in the Contract), then notifies the sending Counterparty that “they have missed a payment, which has put them into a default, and as per the Contract, an election has been made to cancel the contract in its entirety”. 

The issue goes to Mediation (as per the terms of the contract), and the Mediator, with the help of a well-known Expert in the field of Paper, states unequivocally that “Tyvek is not Paper”.  The Mediator accepts the grounds for Contract Termination, and that is that (this Contract requires that the Counterparties accept as Final, the ruling of the Mediator).  The “outlaw Counterparty” who so cavalierly used FEDEX, is now bankrupt because Tyvek is not Paper, and sometimes “best intentions”, just aren’t “best enough”.

Now what on Earth (or beyond?) does this have to do with Truth? 

It has everything to do with it.  If “we” cannot first agree, and then define even the *seemingly* simplest of concepts, how can we expect to build a foundation robust enough to support the weight of something as monumental as “the definition of Truth”. 

And I do not accept the answer that nothing, including definitions, can be accepted as Truth, until we understand what Truth is. 

But, because I also agree that this is at least a 5 out-of 10 on the scale of “complex things”, I propose then that we at least agree to scope the Lexicon with which we will use to discuss stuff. 

It would be a shame to one day realize that we have found THE definition of Truth, but mailed it using the wrong sort of Envelope, and consequently our hard-fought definition TRUTH was thrown in the bin.