Also known as: particular matters
Written by attorneys · grounded in primary & secondary sources — see below
A specific subject or issue to which a portion of manifested intention or assent relates. The concept identifies the discrete topic that determines the reach of authority, contractual terms, or professional obligations.
Pablo Perez, a general partner in a limited partnership developing commercial property, signed a loan agreement in the partnership name for a new residential project. The lender knew Perez lacked authority for residential deals. The partnership is not bound because the lender had notice that Perez lacked authority in this particular matter.
Patrick Phan, a partner in a general partnership selling office supplies, signed a contract to purchase a competing retail chain. The counterparty knew Phan had no authority for acquisitions outside the supply business. The partnership is not bound because the counterparty had notice that Phan lacked authority in this particular matter.
Select any source to read its text and confirm it supports the definition.
Pamela Phillips, a lawyer, joined a prepaid legal service plan that enrolls members through in-person contact. The plan covers only estate planning services. Phillips may participate because the enrollees are not known to need services in any other particular matter covered by the plan.
Peter Park and Prism Analytics discussed regulatory filings during a video call. Park later signed an engagement letter listing only trademark and corporate tasks. The regulatory filings are not a term because the signed letter manifests assent only to the particular matters it enumerates.
Parker Phillips emailed a broad mandate to handle a wind project from permitting through financing. The attorney prepared tax credit applications essential to financing. The applications fall within the term because they relate to the particular matter of financing created by the promises.
The concept identifies the discrete subject to which the parties manifested assent. When an engagement letter enumerates specific tasks and contains an integration clause, only those enumerated subjects qualify as terms. Earlier oral statements about a comprehensive package do not expand the particular matters covered once the writing controls.
Industry custom supplies context for understanding which activities relate to the manifested subject. When custom treats complex drafting as a distinct matter from general regulatory counseling, the absence of express inclusion in the retainer shows the parties did not manifest assent to that particular matter.
Broad language such as shepherd the project from permitting through financing can encompass specialized financing tasks when those tasks are integral to the described subject and the client accepts the work without objection. The manifested assent reaches the particular matter of financing as a whole.