Legal Definitions - adoption by reference

Adoption by Reference, also commonly known as Incorporation by Reference, is a legal technique where one document makes another document legally part of itself by referring to it. Instead of physically copying the entire content of the second document into the first, the first document simply states that the second document's terms, conditions, or provisions are to be considered as if they were fully written within the first document. This makes the referenced document legally binding and enforceable as part of the primary document.

Here are some examples to illustrate this concept:

• Example 1: Commercial Contract

  Imagine a company signing a contract to purchase custom-designed machinery. The main purchase agreement might state, "The specifications for the machinery shall be as detailed in 'Technical Design Document TD-2023-005,' dated October 26, 2023, which is hereby incorporated by reference into this agreement."

  Explanation: Instead of writing out all the complex technical details directly into the purchase agreement, the parties legally adopt the separate 'Technical Design Document.' This means that the design document's contents, such as dimensions, materials, and performance standards, become legally binding terms of the purchase contract, even though they are not physically copied into it.

• Example 2: Employee Handbook

  An employment offer letter sent to a new hire might state, "Your employment is subject to the terms and conditions outlined in the 'Company Employee Handbook,' current version dated January 1, 2024, which is incorporated by reference into this offer of employment."

  Explanation: The offer letter doesn't reprint the entire employee handbook, which could be hundreds of pages long. By incorporating it by reference, the company makes all the policies, procedures, and rules detailed in the handbook (like vacation policies, conduct codes, and benefits information) legally applicable to the new employee as if they were explicitly written in the offer letter itself.

• Example 3: Government Regulation

  A state environmental agency issues a new regulation concerning industrial waste disposal. The regulation might include a clause stating, "All laboratory testing procedures for hazardous substances shall conform to the standards set forth in 'ASTM Method D-XXXX,' published by ASTM International, which is incorporated by reference into this regulation."

  Explanation: The state agency avoids reprinting the detailed, often lengthy, scientific testing methodology developed by ASTM International. By incorporating it by reference, the specific ASTM standard becomes a mandatory legal requirement for any facility operating under this state regulation, ensuring consistent and recognized testing practices without the state needing to draft its own identical standards.