Legal grammar question - how can this phrase be correct?

[luckyjimm]

Okay, so I heard back from my friend. This is what he said:

"Sorry - I thought you were arguing it the other way round.

I see the point your solicitor is making.

My view is this.

I do not think that "an investors'" means "one out of a group of investors". "An investors" is not the collective noun for a group of investors. Rather, "investors" is the collective noun for a group of investors, and "an investor" is the noun for a single investor. Therefore, "an investors' consent" is wrong. However "investors' consent" (i.e. without the "an") would mean either the consent of all investors, or a certain quorum and/or percentage of investors, which might be as low as any one of any number of investors.

It is, however, possible that there is an accepted and customary term, "an investors' consent", which means a consent given within a transaction by a group of investors. "Consent" is the noun, and it is singular. The adjective is "investors'" (i.e. belonging to the investors). In those circumstances, "an investors' consent" might mean a consent given on behalf of all the investors, or which otherwise has legal effect, to a particular action. It might also be commonly understood to mean "a single consent from any one investor which qualifies as an "investors' consent".

I do not know the answer. If Investors' Consent (traditionally capitalised) is defined in the defined terms in the document, to mean the consent of any one of a group of investors, then the answer is clear. If the phrase is not defined and capitalised, I suppose you might find - possibly by searching Words and Legal Phrases Legally Defined - a definitive answer.

If there is no custom, code of practice which bears this latter interpretation out, then I think that you are correct."

I will send this to the lawyer at work tomorrow. I am only a temporary secretary, but I have to press him on this. I can get another job. I just need closure!!!

[DrewDevil]

Don't know about this specific term, but it could be correct.

In the USA, a "shareholders' consent" or a "directors' consent" is a legal document to be executed by all the shareholders or directors.

[daryn]

[ QUOTE ]
sounds like it's wrong. i guess it's possible that the phrase "investors' consent" is an established term, and "an investors' consent" indicates one unit of the item "investors' consent," but that seems very implausible.

[/ QUOTE ]

nailed it

[yingyang0]

One investor out of a group of investors would be an investor's consent. Period. If it's not in Black's Law Dictionary, then you should always use grammatically correct English. Any common usage would be in Black's.

[LetItBe]

[ QUOTE ]
One investor out of a group of investors would be an investor's consent. Period. If it's not in Black's Law Dictionary, then you should always use grammatically correct English. Any common usage would be in Black's.

[/ QUOTE ]

What? No. Industry custom would definitely be another legitimate reason to use it.

[Bostaevski]

What if you had some neighbors (Bob and Mary) whose last name is Anson. Let's say the Ansons have 2 cars. Each car belongs to both of them. So the Porsche is not an Anson's car. It is the Ansons' car. You could borrow the Ansons' Porsche or you could borrow the Ansons' Ferrari. Either way, you borrowed an Ansons' car. Right?

[luckyjimm]

I'm back at work and I checked the document. It is a defined term:

"Investors’ Consent: the written consent of all Investors or a resolution duly passed at a meeting of the Partnership"

So it is does not in fact mean one out of a group of investors is giving consent.

Does it being a defined term explain why it is correct for the lawyer to preceed it with "an" rather than "the"?

[JaredL]

[ QUOTE ]

"Investors’ Consent: the written consent of all Investors or a resolution duly passed at a meeting of the Partnership"


[/ QUOTE ]

I think it's like anything else. "An investors' consent" would describe any agreement or what have you that has the written consent of all investors. "The investors' consent" would refer to a specific document or action for which all investors have given their written consent.

Just like if I say "Joe gave Sue an apple" it's different from "Joe gave Sue the apple" but both could be correct by context.

[luckyjimm]

Here is the context in the document:

"The General Partner shall act as liquidating trustee provided however that, if the Partnership is terminated for a reason set forth in Clauses 10.1.1 or 10.1.3, unless the Partnership is reconstituted pursuant to Clause 10.3, the Investors shall, acting by an Investors Consent, designate some other party or parties to act as a liquidating trustee or trustees and to receive such remuneration for so acting as Investors shall, acting by an Investors’ Consent, agree."

Not sure why he only uses an apostrophe on the second occurence. But, yes, the word "Consent" is being used as the noun to which the "an" relates.

[bobman0330]

The first instance should also have an apostrophe.