Also known as: words of art · term of art
Written by attorneys · grounded in primary & secondary sources — see below
A word or phrase carrying a precise technical meaning within a particular field or specialty that differs from its ordinary usage. Technical terms receive that specialized meaning when employed in a transaction inside the relevant field unless the parties manifest a contrary intention.
Gate Bio contracted with Field Pharma for a bioequivalent generic formulation meeting GMP and ICH stability requirements. Field Pharma supplied a product passing general therapeutic tests but failing the precise FDA and ICH regulatory thresholds. The court applied the technical meanings of those specialized terms because the transaction occurred inside the regulated pharmaceutical field.
The New York Times obtained classified documents describing Vietnam War operations. Government lawyers argued that the term national security carried its specialized intelligence meaning rather than a general public-safety gloss. The court examined whether the technical usage controlled the disclosure analysis.
Select any source to read its text and confirm it supports the definition.
Ernst & Ernst prepared audit reports for a brokerage firm later accused of fraud. Plaintiffs contended that the word scienter carried its established securities-law meaning requiring intent or recklessness. The court applied that technical definition to determine liability exposure.
Omega Flex supplied flexible gas piping that later ruptured. Plaintiffs urged that the phrase design defect receive its precise products-liability meaning under Pennsylvania law rather than a general consumer-expectation reading. The court evaluated the technical formulation to decide whether the product was defective.
Columbia Pictures sought statutory damages after Feltner aired its programs without license. The parties disputed whether the phrase actual damages carried its specialized copyright meaning or a broader compensatory sense. The court applied the technical usage to fix the available remedy.
Reed purchased a home from King without learning it had been the site of multiple murders. Reed argued that the phrase material fact included the specialized real-estate meaning of stigma that affects market value. The court examined whether that technical sense triggered a disclosure duty.
A court applies the technical meaning when the term qualifies as a word of art and the transaction occurs inside the relevant specialized field. The parties must not have manifested a contrary intention. Surrounding circumstances such as the parties expertise and the principal purpose of the agreement help confirm whether the technical sense governs.
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Prior course of dealing can indicate a different intention only if the parties manifested that intention clearly. When sophisticated parties in a regulated field repeatedly use precise technical terms without qualification, the technical meaning usually prevails over earlier broader practices.
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The canon presumes that a term carrying a specialized meaning in a particular context receives that meaning when used in the same context. This presumption yields only when the text or circumstances show the parties intended a different sense.
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…the effect of the issuable facts pled. As appears, the analytic pathways to these conclusions are intertwined. Concealment is a term of art which includes mere nondisclosure when a party has a duty to disclose. (See, e.g., Lingsch v. Savage (1963) 213 Cal.App.2d 729, 738 [29 Cal.Rptr. 201, 8 A.L.R.3d 537]; Rest.2d Contracts,…