Legal Definitions - ex figura verborum

Ex figura verborum is a Latin legal phrase that translates to "by the form of the words used."

This principle signifies that the legal nature, meaning, or effect of a document, agreement, or statement is determined by the specific language and structure of the words actually employed within it. It emphasizes that the precise wording dictates its legal character and consequences, rather than by what it is called, what someone might wish it meant, or what a party later claims was intended. In essence, the substance and legal reality are derived directly from the literal text.

• Example 1: Differentiating a Sale from a Gift

  Consider a written agreement between two individuals. One clause explicitly states, "Party A agrees to transfer ownership of their vintage motorcycle to Party B in exchange for the sum of $10,000." Even if Party A later claims they merely intended to give the motorcycle as a gift, the phrase "in exchange for the sum of $10,000" clearly establishes a transaction involving consideration. Ex figura verborum dictates that the document is legally a contract for sale, not a gift, because the words used explicitly define it as such, regardless of any subsequent reinterpretation.

• Example 2: Interpreting a Property Occupancy Agreement

  Imagine a document titled "Guest Accommodation Agreement" that allows a person to live in a separate guesthouse on a property for one year, grants them exclusive access to that guesthouse, and requires monthly payments. Despite its title, if the specific words within the document grant exclusive possession of the guesthouse for a defined period in exchange for regular payments, a court would likely interpret it as a lease agreement, creating a landlord-tenant relationship. The legal reality of a leasehold interest is established ex figura verborum by the substance of the terms granting possession and requiring payment, not just the chosen label.

• Example 3: Distinguishing a Binding Promise from a Casual Statement

  Suppose a business owner tells a potential client, "I'm thinking of offering you a 20% discount on your next large order." Later, the client places a large order expecting the discount. However, the business owner denies it, stating it was just a thought. Because the initial statement used phrases like "I'm thinking of" and "offering you," which indicate contemplation rather than a firm commitment, ex figura verborum means that these words do not constitute a legally binding offer. The legal effect is determined by the cautious and conditional language used, not by the client's interpretation of an implied promise.