# Any person > Any person means a legal or natural entity possessing control over management and policies, directly or indirectly **Term:** Any person **Last updated:** 2026-07-29 ## Definition ## What Any person Means in a Contract "Any person" is a deliberately expansive drafting term used to describe the full universe of entities that could be relevant to a clause, obligation, or restriction. Rather than limiting a provision to named signatories, this phrase captures individuals, corporations, partnerships, trusts, unincorporated associations, and governmental bodies alike. It is often paired with language about control, whether that control is exercised directly through ownership or voting rights, or indirectly through influence over management decisions and policies. The term is intentionally broad because contract drafters want to avoid loopholes where a party could structure its affairs, or route obligations through an affiliate or intermediary, to escape a restriction. By defining "any person" to include those with indirect control, the clause closes gaps that a narrower definition might leave open. This breadth means that when reading a contract, a party must consider not just the counterparty itself but everyone connected to it who might exercise real influence over its conduct, including parent companies, subsidiaries, and individuals who sit on a board or hold significant voting power. ## How Any person Is Defined or Measured Most agreements do not leave "any person" undefined; instead, they include a bespoke definition, often appearing in the interpretation or definitions section. A typical formulation states that "person" includes any individual, firm, company, corporation, government, state, or agency, together with any association, trust, or partnership, whether or not having separate legal personality. Control is usually measured through objective indicators, such as ownership of a majority of voting shares, the right to appoint or remove a majority of directors, or the practical ability to direct the management and policies of an entity through contract or otherwise. Some agreements list specific thresholds, such as ownership of more than fifty percent of equity or voting rights, while others use a more flexible, purpose-based standard that asks whether real influence exists regardless of formal shareholding. - Direct control: ownership of shares, voting rights, or board seats - Indirect control: influence exercised through another entity, trust, or nominee arrangement - Contractual control: rights granted under a separate agreement, such as veto rights or management authority ## Where Any person Appears in Agreements The phrase surfaces across a wide range of contract types. In confidentiality and non-disclosure clauses, it defines who is bound not to share sensitive information, extending to affiliates and representatives. In indemnity and liability provisions, it broadens the scope of who can bring a claim or trigger a payment obligation. It also appears frequently in change-of-control provisions, where a shift in ownership or management triggers termination or consent rights. Agreements such as a [Management Agreement](https://www.genieai.co/en-us/template-type/management-agreement) or a [Control Agreement](https://www.genieai.co/en-us/template-type/control-agreement) often rely heavily on precise "any person" language to determine who holds authority over decision-making and assets. Beyond commercial contracts, the term appears in regulatory and compliance documents, including frameworks used across industries such as [finance](https://www.genieai.co/industry/finance) and [technology](https://www.genieai.co/industry/technology), where identifying every entity with potential influence over a counterparty is essential for risk assessment and due diligence. ## Why the Exact Wording Matters Because "any person" is meant to be all-encompassing, small changes in wording can dramatically expand or narrow its reach. A clause that says "any person controlled by a party" is broader than one limited to "any subsidiary," because control can exist without formal corporate ownership. Similarly, omitting the word "indirectly" can leave open a route for a party to avoid an obligation by acting through an intermediary. Ambiguity in this phrase can lead to disputes over whether a particular individual or entity falls within scope, particularly in cross-border transactions where the law governing the contract may interpret control differently than commercial parties expect. Courts interpreting these clauses generally look to the plain meaning of the definition provided in the contract itself, which is why precise drafting is so important. ## Drafting Considerations When drafting or reviewing a clause that uses "any person," it is important to confirm whether the definition includes both natural and legal persons, whether control is measured by percentage ownership or by practical influence, and whether trusts, nominees, or joint ventures are expressly captured. Parties should also consider carve-outs, such as excluding minority shareholders who lack management influence, to avoid unintended consequences like triggering a change-of-control clause through routine investment activity. This is particularly relevant in sectors like [real estate](https://www.genieai.co/industry/real-estate) and [construction](https://www.genieai.co/industry/construction), where joint ventures and layered ownership structures are common. Finally, drafters should ensure consistency across the agreement so that "any person" is used uniformly, rather than switching between similar but subtly different terms such as "any entity" or "any party," which can create interpretive uncertainty later. ## Context ### Relevant circumstances - Hiring and employment circumstances - Corporate mergers and acquisitions - Vendor and supplier agreements ### Relevant sectors - Finance - Technology ## Relevant contract types - [Management Agreement](https://www.genieai.co/en-us/template-type/management-agreement) - [Control Agreement](https://www.genieai.co/en-us/template-type/control-agreement) --- This is the Markdown representation of [https://www.genieai.co/en-us/define/any-person](https://www.genieai.co/en-us/define/any-person), provided for AI agents and crawlers. The HTML page is canonical. See [/llms.txt](https://www.genieai.co/llms.txt) for the full content map.