What is Without Limitation?
How is without limitation used in contracts and legal writing?
What’s essential to know?
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Table of Contents
What Does Without Limitation Mean
In contract drafting and legal writing, the “without limitation” phrase is used to refer to a list but without being necessarily complete.
In other words, if an employer wants employees to respect all their corporate policies by specifically naming a few without excluding all the other ones, the contractual provision may read as follows:
The Employee shall comply with all Employer’s policies and procedures, including and without limitation, the security policy, non-discrimination policy, …
As you can see, the “without limitation” here is used to suggest that the employer wants the employee to observe all policies and procedures and not just a few examples cited in the list.
Without Limitation Meaning In Law
How do you legally define the meaning of without limitation?
Without limitation or without limitations is a phrase that is commonly used when drafting contracts, legal writing, or in official documents to present a partial list and make it clear that the list contains other elements.
There are many ways of writing the phrase without limitation in legal writing all depending on the context, such as:
- Including without limitation
- Without limitation to the foregoing
- Without limitation to
For example, here is an example anti-bribery clause:
Party A has and must at all times implement adequate procedures designed to prevent it or any associated person (a person who, by reference to all the relevant circumstances, performs services for or on the Party A’s behalf in any capacity and including, without limitation, employees, agents, subsidiaries, representatives and subcontractors) from engaging in any activity which would constitute an offence under any applicable anti-bribery law.
As you can see in this example, the including without limitation is used to indicate that employees, agents, subsidiaries, representatives, and contractors, along with anyone else that acts or represents Party A, must implement adequate procedures to observe the anti-bribery law.
Court Interpretation Issues
Typically, when you use the term “including” or “includes”, it’s to introduce a non-exhaustive list.
The objective is to refer to a few examples to bring the other party’s attention to those items and ensure that what’s not expressly included in the list is not excluded.
You’re essentially saying “here is a partial list and its content should not be limited to what I’m partially listing here”.
However, there have been instances when the courts have interpreted the term “including” or “includes” restrictively where they considered the contractually listed items to be an exhaustive list.
As a result, lawyers and contract professionals started using the phrase “without limitation” to make it clear that this list includes other elements and is not exhaustive.
The objective is to ensure that the court does not restrictively interpret the term “includes” or “include” thereby excluding all the non-identified items on the list.
Including Without Limitation In Contracts
The phrase “including without limitation” or “including, without limitation” is used to refer to a partial list by making sure that the list includes other elements that are not specifically mentioned.
Let’s look at a few examples of how the without limitations phrase is used in contracts and legal provisions.
Example 1
A full range of services relating to master general agents, general agents, agents, brokers and other producers (collectively, “Producers”), which include, without limitation: (a) due diligence investigations of Producers and Producer practices; (b) developing alternative compensation, benefits and financing plans for Producers; (c) administering Producer licenses, contracts and compensation and maintaining a computer database reporting license and contract status; and, (d) providing Producer payroll services, including the calculation of commissions, generating electronic fund transfers and delivering checks.
Example 2
During the Term of this Agreement and thereafter, Party 1 hereby agrees to save, defend and hold Party 2 and its officers, directors, employees, consultants and agents harmless from and against any and all Losses resulting from (i) Third Party claims in connection with personal injury or damages to property caused by the products and services, including, without limitation, any product liability claims however stated; (ii) Third Party claims relating to any use of the products and services; or (iii) any material breach of COMPANY’S representations, warranties and covenants set forth in herein.
Best Practices
You should keep a few best practices in mind when drafting your contracts.
The first thing you should consider is to avoid using the without limitation phrase to refer to a list that is different than the partial list you may have referred to.
Make sure that the partial list you are giving clearly points to the basket of items that are contained in the larger list.
For example, you can say “including without limitation, directors, officers, employees, and representatives” to refer to representatives of a company.
You should not say “including without limitation, directors, officers, employees, partners, and clients”.
In this example, “partners” and “clients” do not logically fit in the list (unless you remove the without limitation phrase and make this list exhaustive.
The second best practice is to make sure that you expressly refer to the partial list and include elements that could easily be omitted or that there may be uncertainty over.
For example, “all employees shall adhere to the employer’s policies and procedures, including the conflict of interest policy and travel policy”.
In this example, if there could have been confused whether or not employees were to observe the conflict of interest policy and travel policy, you’ll specifically make reference to it to ensure it is covered.
Takeaways
So there you have it folks!
The phrase without limitation is used quite often in legal writing, contracts, and official text.
Its main purpose is to make reference to a list and ensure that the reader understands that there are other elements included in this list that are not expressly mentioned.
Very often, “without limitation” is used with the term “including” or “includes” when formulating the phrase.
Now that you know how to use the phrase without limitation, good luck in drafting your contracts!
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