Define: Written law

What Written law Means in a Contract

Written law is a defined term used to capture the entire body of formally enacted legal rules that bear on a contract's interpretation, performance, and enforceability. Rather than listing every statute that might conceivably apply, drafters use this shorthand to sweep in any present or future legislative instrument having legal power or effect under the governing law clause. This includes acts of parliament, secondary legislation, statutory instruments, regulations, and any other codified rules issued by a competent legislative or regulatory authority.

The purpose of including such a definition is efficiency and future-proofing. Contracts are often intended to last for years, sometimes decades, and legislatures continue to pass new laws throughout that time. By defining written law broadly and tying it to the governing law of the contract, the parties avoid having to amend the agreement every time a relevant statute is updated, repealed, or replaced.

This term typically works alongside other defined terms such as governing law, applicable law, or regulations, and it frequently appears in compliance, indemnity, and interpretation clauses where the parties need a clear reference point for their legal obligations.

How Written law Is Defined or Measured

Written law is not measured numerically but is instead identified by its source and formal status. A rule qualifies as written law if it has been enacted through a recognized legislative or regulatory process and carries binding legal effect within the jurisdiction whose law governs the contract. This distinguishes it from informal guidance, industry codes of practice, or non-binding recommendations, which may be persuasive but do not have the same enforceable status.

Key characteristics used to assess whether something falls within the definition include:

• Whether the rule was created through an official legislative or regulatory process
• Whether it is currently in force or is a future enactment amending or replacing existing law
• Whether it has power or effect under the law governing the contract
• Whether it is codified in a statute, regulation, or statutory instrument rather than existing only as case law or custom

Because the definition expressly includes future instruments, parties relying on written law provisions must understand that their obligations can shift automatically as legislation changes, without any need to renegotiate the contract.

Where Written law Appears in Agreements

References to written law commonly appear in definitions sections, compliance obligations, representations and warranties, and indemnity clauses. A party might warrant that it will comply with all applicable written law, or an indemnity clause might carve out liability arising from a breach of written law. It is especially prevalent in regulated sectors such as finance and healthcare, where statutory compliance is central to the parties' obligations.

The term also surfaces in corporate documentation, such as a corporate governance document, where directors and officers are required to act in accordance with written law when exercising their powers. Formation documents, licensing agreements, and construction contracts often use the term when describing the legal framework within which the parties must operate.

In cross-border transactions, written law is frequently paired with a clear statement of the governing law clause, so that the parties know precisely whose legislative framework is being referenced when the term is invoked.

Why the Exact Wording Matters

The precise wording of a written law definition determines how broadly or narrowly the parties' legal obligations are scoped. A definition that includes only law.