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Abstract
Legal documents, like casual conversations, contain referring expressions : expressions used to pick out—to metaphorically point to—people, places, or objects. Keith Donnellan contrasted two alternative mechanisms for referring. Definite descriptions can be used, according to Donnellan, to refer directly , or to refer via satisfaction of descriptive conditions . In certain contexts, a single utterance admits of either use, in which case ambiguity (possibly semantic, possibly pragmatic) arises. While judges are concerned with ambiguity generally, it appears that they do not recognize Donnellan’s distinction. The prevailing judicial methodology is geared toward recovering an expression’s semantic content (its ‘meaning’), not locating its referent. The tools courts employ—dictionaries, for example—reflect that asymmetry. This chapter suggests that Donnellan’s distinction provides a useful framework for analyzing contract disputes; cases where it might have been a helpful conceptual device are reviewed. Next, the chapter contrasts two mechanisms for reference: descriptions and proper names . Finally, it sets forth diagnostic tests and heuristics, equipping readers to flag linguistic cues that signal how a description is being used in a particular setting.