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Say “the company’s contracts”, not “the contracts of the company”

Guest post from English for Lawyers.

Word order in English is often the opposite of word order in other languages. This is especially true in the case of possessives: the idea that a thing or person belongs to another thing or person. In English, the most natural way to express this idea is through ‘s; for example, “the company’s contracts.”

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Speakers of many other languages often prefer to use “of” instead of ‘s in this context, because the structure is closer to the same structure from their native language. For example, a Spanish speaker may prefer to say “the contracts of the company” because this structure is identical to “los contratos de la empresa”.

While both are grammatically correct, forming a possessive with ‘s sounds more natural in most cases. In my opinion, using ‘s instead of “of” to form a possessive is one of the most impactful changes you can make to sound and write more like a native speaker.

Here are some examples of the ‘s form being used in a contract, drawn from this Purchase Agreement:

  • “The Partnership’s direct or indirect majority-owned subsidiaries are listed in Schedule 2 hereto.” (preamble)

  • “The Pricing Disclosure Package […] has been prepared in accordance with the Commission’s rules and guidelines applicable thereto in all material respects.” (Section 2(q))

  • “[…] transactions are executed in accordance with management’s general or specific authorizations.” (Section 2(t))

  • “[…] the Purchase and sale of the Notes pursuant to this Agreement is an arm’s-length commercial transaction between the Issuers, on the one hand, and the Initial Purchasers, on the other […]” (Section 17)

Note that the word order is different than with the “of” form, and is different than the word order in many other languages. For example, to rewrite the first sentence above using the “of” form, we have to change the word order to: “The direct and indirect majority-owned subsidiaries of the Partnership are listed in Schedule 2 hereto.”

Where the word on which the ‘s is added is plural and ends in “s”, add only an apostrophe. For example: the companies’ contracts.

Here are some examples from the Purchase Agreement:

  • “[…] bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally […]” (Section 2(h))

  • “Conditions of the Initial Purchasers’ Obligations” (Section 7)

  • “[…] the statements of the Issuers’ officers made pursuant to any certificate delivered in accordance with the provisions hereof […]” (Section 7(d))

  • “[…] the parties’ relative intent, knowledge, access to information and opportunity to correct […]” (Section 9(d))

When the word on which the ‘s is added is singular and ends in “s”, you can choose whether to add only an apostrophe or ‘s. For example:

  • ConocoPhillips’ investments, or ConocoPhillips’s investments

  • Judge James’ decisions, or Judge James’s decisions

The situation is a bit more complicated when there are two or more components to the first part of the structure. In that situation, you need to decide whether to put an ‘s on each of the components, or only on the last one, depending on the meaning and context. This type of structure is called a “compound possessive”.

For example, “the company’s and the partnership’s contracts” does not mean the same thing as “the company and the partnership’s contracts”. In the first example, there are contracts that belong to the company, and contracts that belong to the partnership. They might be different contracts entirely.

In the second example, the contracts belong to both the company and the partnership; in other words, the reference is to the set of contracts that the company and the partnership have in common.

There are two instances of the first example in the Purchase Agreement:

  • “Except as disclosed in the Offering Memorandum, the Partnership’s and the Material Subsidiaries’ internal controls over financial reporting are effective […]” (Section 2(jj))

  • “The Partnership agrees to pay all costs and expenses incident to the performance of the Issuers’ and Guarantors’ obligations under the Agreement […]” (Section 6)

The first excerpt means that the internal controls of the Partnership, and the internal controls of the Material Subsidiaries (which might be different than those of the Partnership), over financial reporting are effective. Note that there is an ‘s after “Partnership” but only an apostrophe after “Material Subsidiaries”. This is because “Partnership” is singular (and so does not end with “s”), and Material Subsidiaries is plural. If the sentence is changed to “the Partnerships’ and the Material Subsidiary’s internal controls”, it would mean that there are several Partnerships and only one Material Subsidiary.

Similarly, the second excerpt refers to the obligations of the Issuers, and the obligations of the Guarantors, under the Agreement, which might be different.

In some cases, there may be more than one ‘s in the structure. For example:

  • McDonald’s Corporation’s head office is in Chicago.

  • The company’s CEO’s office is on the top floor of the building.

It is also possible to replace some of the items in the first part of the structure with one of the possessive pronouns (my, your, his, her, its, our, their). Note that “its” does not take an apostrophe. “It’s” is a contraction of “it is”, and is used in an entirely different context.

Here are some examples of compound possessives using pronouns:

  • The company’s and their obligations under the Agreement.

  • Its and our obligations under the Agreement.

If using this type of structure would lead to confusion, it is appropriate to use “of” instead of ‘s, or to mix “of” and ‘s forms. For example:

  • The window of the McDonald’s Corporation CEO’s office overlooks Chicago.

  • The obligations under the Agreement of, respectively, the company and the partnership.

Spanish speakers: many of you use tildes instead of apostrophes when you type (for example, “the company´s contracts”. Be careful not to do that. The apostrophe is located to the right of the 0 on most Spanish keyboards.

For further information about this topic, see:

A podcast from Grammar Girl about possessives.

A blog post from Grammar Girl about compound possessives.

A podcast from Grammar Underground about possessives for plural nouns.

Source: English for Lawyers.

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