Thoughts on an ABA Model Agreement

I recently noticed that MSCD is mentioned in a report on an ABA model agreement. More specifically, 61 Business Lawyer 1197, published in May 2006, contains a report on the model limited liability company membership interest redemption agreement prepared by the Limited Liability Company Subcommittee of the Committee on Partnerships and Unincorporated Business Organizations, Section of Business … [Read more...]

New Writing Gig

I'm pleased to report that starting early next year, I’ll be writing a bi-monthly column for the New York Law Journal, the daily legal newspaper. It will appear in “New York GC,” a new section aimed at in-house counsel. I'll be posting the articles on my site. Between my blog, my occasional articles, and the next edition of MSCD, I’m not wanting for writing opportunities. Nevertheless, I … [Read more...]

“Plain Language” or “Standard English”?

I’ve recently been pondering a distinction I make, one that I alluded to in my recent Geneva seminars: I don’t refer to “plain language” (or “plain English”). Instead, I use the phrase “standard English.” By advocating the term “standard English,” I don’t mean to get caught up in controversies regarding whether it suggests some sort of linguistic hegemony. Instead, all I have in mind is English … [Read more...]

Civil-Law Drafting Compared to Common-Law Drafting

As I’m currently in Geneva, Switzerland, giving a series of seminars, I wanted to take the opportunity to post an item with a local flavor. To that end, I’d like to consider how contracts drafted in civil-law systems differ from contracts drafted by common-law lawyers. It isn’t a subject that I’ve studied at any great length, so the following represents the doubtless outdated conventional … [Read more...]

U.S. Public Seminars! Finally!

I'm delighted to announce that starting early next year, I'll be giving public seminars in the U.S. with West Legalworks. I'll be giving my core seminar, entitled "Contract Drafting—Language and Layout," in New York City on February 7th and in Atlanta on March 7th. Click here to see the brochure; to register, go to this page of the West Legalworks web site. Given that my recent Toronto … [Read more...]

New Article on Pre-closing Knowledge of Inaccurate Representations

The November 6, 2006, issue of the National Law Journal contains my article on pre-closing knowledge of inaccurate representations. Go here for a copy. I apologize for the small print. I had given it the title “M&A Contracts: Addressing Pre-closing Knowledge of Inaccurate Representations,” but of course that wasn’t catchy enough for the editorial staff, who unbeknownst to me rechristened it … [Read more...]

Payne Consulting Group Incorporates MSCD Enumeration Schemes in the Numbering Assistant Software

In a press release issued today, Payne Consulting Group announced that it has supplemented its Numbering Assistant® software to incorporate the enumeration schemes recommended in A Manual of Style for Contract Drafting. (Go here for a copy of the press release.) I’ve finally updated the “Software” page of this site to reflect this arrangement. In particular, it includes a link to a set of tips … [Read more...]

The Tyranny of Times New Roman

In a recent post on one space versus two, I cited The Complete Manual of Typography, by James Felici. Since then, I’ve continued reading this book, and I found very interesting what it had to say about the typeface Times New Roman: The most popularly used text faces today are Monotype’s Times New Roman and Linotype’s version of it, Times Roman. Vast numbers of paperback books and corporate … [Read more...]

Terminology Relating to Obligations

I’ve been working on my preferred wording for recurring components of M&A contracts, such as the conditions to closing. This task has forced me to decide what terminology I wish to use in connection with obligations. “Obligation” Versus “Covenant” Let’s start with the word obligation itself. Why not use covenant instead? Black’s Law Dictionary defines obligation as follows: “A formal, … [Read more...]

Words That Don’t Belong in a Contract

Earlier this week, during a marathon session of grading law-school assignments, my thoughts turned to words that, as a general matter, have no place in a contract. I have in mind humble words that are commonplace in narrative writing but strike a discordant note in contracts. Here are a few: Also; In Addition The relationship between any two items in a contract should be clear. In this … [Read more...]