One Space or Two?

[Updated January 12, 2015, to integrate what had previously been bracketed updates.] In A Manual of Style for Contract Drafting 12.21, I recommend that you use only one space, rather than two, after punctuation, whether it separates two sentences (periods, question marks, exclamation marks) or parts of a sentence (colons). I’m hardly alone in this. The Chicago Manual of Style 2.12 (15th ed. … [Read more...]

An Update on the Rogers and Aliant “Comma” Dispute

In August I posted this item about the dispute between Rogers Communications Inc. and Aliant Inc. (now Bell Aliant Regional Communications) regarding the role of a comma in a contract provision. I know that this dispute has received a lot of attention, but I was nevertheless surprised to see an article about it in today’s New York Times. (Click here for a copy of the article; you may have to … [Read more...]

“Hereby Indemnifies” and “Shall Indemnify”

In my recent post on hold harmless I quoted the Black’s Law Dictionary definition of indemnify: “1. To reimburse (another) for a loss suffered because of a third party’s or one’s own act or default. 2. To promise to reimburse (another) for such a loss. 3. To give (another) security against such a loss.”) This definition reminded me of an oddity of indemnify. When given the meaning of the first … [Read more...]

Public-Seminar Update: Toronto Sold Out, Geneva Still Open

Osgoode Hall Law School's Professional Development Program told me yesterday that they're no longer accepting registrations for my November 6–7 drafting workshop in Toronto—it’s sold out! They are, however, starting to accept registrations for the next one, which will be on April 30–May 1, 2007. There are still openings for my seminars in Geneva, Switzerland. Geneva is, to say the least, … [Read more...]

“Hold Harmless” and “Indemnify”

[Update: For my more recent take on this issue, see this 2012 post.] At a seminar I gave last week, I suggested that hold harmless and indemnify are essentially synonyms. Some participants were skeptical, so I thought I’d better research the issue. Black’s Law Dictionary supports my view. It defines hold harmless as follows: “To absolve (another party) from any responsibility for damage or … [Read more...]

Drafting and the Delaware General Corporation Law

Last week I received an analysis of the 2006 amendments to the Delaware General Corporation Law. That reminded me of my one manuscript that never came close to becoming a published article—my critique of drafting usages in the DGCL. I wrote this manuscript about three years ago, when I was flailing around, seeking some way—any way—to turn my interest in drafting into a livelihood. I had the … [Read more...]

Some Materials for Teaching Contract Drafting

MSCD is a reference work rather than a textbook, so it doesn’t contain any teaching materials. That has probably prevented some teachers of contract drafting from using it as a course book. I’ve contemplated making available online a complete set of teaching materials, but that will have to wait. In the meantime, though, I can make available some items. Templates I would have thought that … [Read more...]

Yet More on Rhetorical Emphasis

Today I encountered another form of rhetorical emphasis to add to those noted in MSCD 13.37–38 and in my previous post on the subject. This is from a software license agreement: Licensor shall NOT indemnify, defend or hold Licensee harmless from and against any loss, cost, damage, liability, or expense (including reasonable legal fees) suffered or incurred by Licensee in connection with … [Read more...]

“Shall”—This Time It’s Personal

Recently someone from the plain-English camp chided me for disagreeing with “the more progressive view” that one should avoid shall in contract drafting. Such potshots are, I suppose, inevitable if you publish enough, and they’re best ignored. But what good is a blog if one can’t occasionally use it to set matters straight? So here goes: My critic says, in favor of banishing shall, that it … [Read more...]

Who’s More Open to Change, Law Firms or Legal Departments?

Last week I held an all-day seminar for a group of lawyers from a big company. A good time was had by all—they asked plenty of questions and apparently came away thinking that my approach had real merit. Given that I recently posted an item suggesting how law-firm associates might navigate obstacles to change in drafting, this seminar got me thinking about whether institutional factors play a … [Read more...]

“Guaranty” or “Guarantee”?

Today, for the heck of it, I investigated the difference between guaranty and guarantee. Here’s what Bryan Garner says in A Dictionary of Modern Legal Usage (1995): The distinction in BrE once was that the former [guarantee] is the verb, the latter [guaranty] the noun. Yet guarantee is now commonly used as both n. & v.t. in both AmE and BrE. … . In practice, guarantee, n., is the … [Read more...]