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Professional negligence is somewhat related in the sense that it's generally recognizable in extremes, but is overall too abstract to define with much granularity. You can't measure it to tiny units.

I want to understand how something like this is codified. I did see this question (When is "reasonable" not implied in a contract?) in which "reasonable" is treated as a means of smoothing over the complexities of certain definitions.

If one wanted to codify something abstract -- like professionalism, kindness, humor -- how would that be approached? Can one simply put "reasonably" in front?

For example: say I had "kindness" baked into a friendship agreement:

I will be your friend and bring you snacks as long as you are reasonably kind.  
Signed me

... but they weren't kind and I wanted to cease bringing them snacks. Could I argue that they weren't reasonably kind? And how far can something like this be stretched before it's thrown out or ignored? Could one take it to such an extreme as reasonably cool and still have a serious verdict?

Seph Reed
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2 Answers2

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It's a contract, vagueness is not something you want (from a legal perspective). If you want somebody to be "reasonably kind" you need to spell out what that means so that there is no question when it comes to breaking the contract.

For example, your contract should state something like:

I (Seph Reed, herein "me") will be John Doe's friend and provide snacks (defined in Section B) as long as John Doe:

  • Does not call me names
  • Invites me to at least 1 social activity per week
  • etc...

The contract needs to be specific because if you want to ever break the contract you need to be able to prove a breach. Specifically in the above if "John Doe" texted that you are a "STUCK-UP, HALF-WITTED, SCRUFFY-LOOKING NERF HERDER", you could break your contract for a breach of item 1.

Having vagueness in a contract invites a lawsuit, one which may be expensive for you. Courts usually look at a contract most favorably for the person who didn't draft the contract. If you want to avoid expensive litigation, don't be vague, spell out exactly what you want and what constitutes a breach.

Ron Beyer
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Some things are not suited to encoding as a contract, and call for an unenforceable "gentleman's agreement". The obligations and benefits of friendship would be a good example.

There are contexts where a vague term enters into a contract, for example "professionalism". The solution is not to try to define what "professionalism" is, but who gets to decide and what they can do with that decision. For example, an employment contract might have a clause relating to the employer terminating the employee based on an evaluation of their work. You might specifically quantify "number of units processed" and sack them if they don't reach the goal; you can also sack an employee based on an evaluation of the employee's "professionalism". You don't need to "define" professionalism, you need to say who gets to make the decision. For example, "based on employee's level of professionalism, as evaluated by employer. Slapping on words like "reasonable" doesn't clarify matters – professionalism is a highly subjective notion. (On the other hand, "following professional standards" could have an objective meaning, since there are professional societies for e.g. accountants, lawyers etc. which state what the "professional standards" are).

A "friendship contract" would be thrown out: the courts will not force you to like a person. The courts may force you to do a thing, in exchange for something that the other party does. Money for snacks, snacks for labor... Snacks for kindness is really not within the scope of contract law.

user6726
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