How to Review “Including Without Limitation” Versus “Means and Includes”

Friday 9 October 2026 is the signature date. Seren runs ops for a 16-person UK own-brand of stoneware pour-over drippers out of Frome. The Manchester studio fee is £18,400 for DR-04. English law. Courts of England and Wales.

The packet — the papers you will actually sign — is clause 1.3, Services, Intellectual Property, clause 12, and the 2 September email. The hidden risk is two habits treated as one shopping list.

For example, the 1 October Slack puts the email extras inside the fee, the glaze recipe inside the licence, and a recall inside the exclusion. The problem is hearing “without limitation” as “everything we wanted.”

Typical mistake: hear “means and includes” as both an open door and a lock. Services uses both verbs. The IP list and Losses use only the open one.

A deeming sentence can do real work and still miss this fee. In Pinewood Technologies Asia Pacific Ltd v Pinewood Technologies Plc [2023] EWHC 2506 (TCC) (Mrs Justice Joanna Smith, 13 October 2023, paragraph 134): “including” kept taxes, charges and other duties from being the whole of a no-set-off promise, and a clause deeming “including” to be followed by “(without limitation)” made that clearer. Reseller fees, not this £18,400.

Disclaimer: Checkory provides AI support, not legal advice. Consult a qualified lawyer for binding decisions.

How do you tell an illustrative list from a closed definition?

“Including” introduces examples. “Including without limitation” is that signal with the volume up. “Means” is the whole meaning. If the word is means, the list is the set.

Clause 1.3 deems include, includes, and including to be followed by without limitation, unless the context otherwise requires. That is an illustrative signal. It does not buy every unwritten extra.

A ContractNerds note on defined terms, checked 3 October 2026, cites Ken Adams, A Manual of Style for Contract Drafting, section 6.37: means is the entire meaning; includes is not exhaustive. A manual, not this agreement’s law. Do use it as a reading test.

Website copy £1,200, a drawing £900, and training £750 are in the 2 September email, outside the fee. Do not treat the three Services lines as both the whole fee and a sample.

Pause if Slack has already picked the verb.

What does a global including rule actually cover?

Clause 1.3 rewrites including. It does not delete means, and it does not type the September extras into the fee.

Seren’s clause 1.3 is that shape. The bargain under it is not a reseller fee.

The Judicature essay, checked 3 October 2026, says a rote rule can still be set aside if the examples look like the real bargain. The sharper risk is a same-class reading, not only a closed list.

Ken Adams, 2007 (page blocked on 3 October 2026; no link). In the last week of March 2007, 1,141 EDGAR material-contract filings used including, and 814 also used including without limitation or including but not limited to. Do not quote 814 as a 2026 figure. Herbert Smith Freehills, 2019, also has no link.

Clause 1.3 does not name the email extras, the recipe, the word mark, the customer names, or a recall. Add them in the operative sentence, or log the gap.

When to treat ejusdem generis and expressio unius as still alive?

Ejusdem generis means “of the same kind.” Expressio unius means naming one thing can be argued to leave the rest out. Clause 1.3 aims at both. It does not retire them.

In Transocean Drilling UK Ltd v Providence Resources Plc [2016] EWCA Civ 372 (Moore-Bick LJ, 13 April 2016, paragraph 24) “loss of use (including, without limitation, …)” was not a proper case for eiusdem generis. A drilling rig, not a dripper. Whether loss of profit is consequential belongs on the consequential-loss review. Stay here for whether the list is illustrative.

A Weagree drafting note, checked 3 October 2026, says ordinary including is already illustrative, and that the extra words target those two canons. The LexisNexis ejusdem generis glossary, checked the same day, says “without limitation” can displace a same-kind reading if there is still a genus. The paragraph pin is the judgment, not a comment.

Patents, registered trade marks, and CAD copyright can be argued as one class. The word mark, the glaze recipe, and the customer names are not that class until named. Log: recipe not named.

Does means and includes open the fee or lock it?

“Services” means and includes design of DR-04, tooling supervision, and one studio photo day. Slack wants includes to swallow the email. A court can also read means as the whole definition.

interpretationNOW, checked 3 October 2026, on “means X and includes Y”, says the phrase pulls both ways and is often read as means alone. It cites Dilworth [1899] AC 99 at 105–106. Roden [2015] NSWLEC 191 is Australian, not this contract.

The LexisNexis means-and-includes glossary, checked 3 October 2026: a closed core plus the stated extensions. Hold that reading next to the Australian note. Neither is the only English rule.

Copy £1,200, drawing £900, and training £750 are outside the fee. Use means if the fee is closed. Add an extra to the means list if it is inside. Do not leave both verbs.

Which way do the services, IP, and liability lists point?

An open includes on a licence can widen what is granted. An open including on an exclusion widens what is not paid. Only one of those helps Seren.

Name the extras if they are in the fee. Name the word mark, the recipe, and the customer list, or log the gap. Name a recall as a Loss, or say it is not.

Do not use Transocean to price a recall, and do not decide consequential loss on this page.

When to keep the rule, split the verbs, or walk?

Run one workflow. Clause 1.3 → Services verb → IP list → Losses list → keep, split, or walk. The result is one row that would pause Friday.

Keep clause 1.3 only if each list says the bargain. Split the verbs. Avoid “means and includes” on one term. Walk if Friday depends on the Slack. Do not sign because the extras, the recipe, or a spared recall live only in the 1 October message.

If the fight is a heading, one sentence, then the headings review. If it is a twelve-month bar, one sentence, then the limitation-period review. Do not fold them into clause 1.3.

Before you sign, fill a one-page log: clause 1.3, Services against the 2 September prices, the IP list against the recipe, and Losses against a recall. Pause if the only support is “the interpretation clause already covers it.”

Upload the same PDF or DOCX after the log. A first pass — a machine highlight of those verbs on that file — can flag the lines. A named person still opens the three lists.