A paralegal is reviewing a draft contract clause: 'The Tenant shall be responsible for all repairs and maintenance to the leased premises, including but not limited to, plumbing, electrical, and HVAC systems.' The supervising attorney has emphasized the importance of precision and avoiding ambiguity in contracts. What is the most precise way to phrase the 'including but not limited to' portion of this clause?
- Aincluding, without limitation, plumbing, electrical, and HVAC systems.
- Bincluding, inter alia, plumbing, electrical, and HVAC systems.
- Cincluding, but not exclusively, plumbing, electrical, and HVAC systems.
- Dincluding plumbing, electrical, and HVAC systems.
Show answer & explanationAnswer & explanation
Correct answer: A. including, without limitation, plumbing, electrical, and HVAC systems.
While 'including but not limited to' is common, the phrase 'including, without limitation,' is often preferred in legal drafting for its slightly more formal and explicit nature in conveying that the list is illustrative and not exhaustive, thereby enhancing precision and avoiding potential ambiguity that 'but not limited to' might implicitly carry in some interpretations. Option C changes the meaning by making the list exhaustive.
Why the other options are wrong
- B. 'Inter alia' (among other things) is a Latin term that conveys a similar meaning but is less commonly used in modern contract drafting for clarity and often preferred to be replaced with plain English.
- C. 'Including, but not exclusively,' is redundant and less common than 'including, without limitation,' which is a more established phrase for this purpose.
- D. Removing 'but not limited to' changes the meaning significantly, making the list exhaustive rather than illustrative, which is not the intent.
Contractual Inclusiveness Phrases
Phrases like 'including, without limitation' or 'including but not limited to' are used in contracts to indicate that a list of items is illustrative and not exhaustive, ensuring that the scope is broad enough to cover items not explicitly mentioned.
- Clarifies lists are examples, not exclusive.
- Ensures broad interpretation of scope.
- Precision is crucial to avoid unintended limitations.
Memory trick: Words in contracts must be sharp, never vague.