Another Helping of Syntactic Ambiguity

My email in-box is overflowing with emails from Lexis notifying me of cases ostensibly relating to ambiguity. I fished from the torrent the following straightforward example of syntactic ambiguity. (Syntactic ambiguity arises out of the order in which words appear and how they relate to each other.) It's from Active Zones of America, LLC v. SDV (USA) Inc., 2007 U.S. Dist. LEXIS 62931 (W.D. La. … [Read more...]

What to Call Contracts You Base a New Contract On

I've intermittently pondered what to call the contracts one copies, in whole or in part, when drafting a new contract. Contracts Prepared for Use in Future Transactions First, consider those contracts that are prepared for use in future transactions and so contain blanks, placeholders, and perhaps suitable annotations. What should they be called? Did you say "forms"? I'm not keen on that … [Read more...]

Adams Op-Ed Article in the Globe and Mail—”Behind the Scenes of the Comma Dispute”

The Globe and Mail (the Canadian newspaper) has published my op-ed piece ">Behind the Scense of the Comma Dispute." I hope you enjoy it! … [Read more...]

“On the One Hand … On the Other Hand”

Once more, I doff my cap to a reader of this blog. Steve Pappas—a Penn Law classmate—suggested to me that the construction on the one hand ... on the other hand is often misused. It had never crossed my mind to investigate this usage. I’ve now done so, and I agree with Steve. The construction on the one hand ... on the other hand serves to bifurcate a list of three or more items. And it does … [Read more...]

Litigators Drafting Contracts?

I recently encountered this article about drafting a mediation settlement agreement. The fact that it was published by the Section of Litigation of the ABA reminded me that many litigators apparently dabble in contract drafting in order to draft settlement agreements. I find that a slightly scary notion, as the technical nature of contract drafting wouldn't seem conducive to dabbling. I've … [Read more...]

Rogers Victory in the Comma Case

Today the Canadian Radio-television and Telecommunications Commission released a decision in the famous "comma case." Click here for a copy of the decision. (You may recall that I acted as expert for Rogers Communications Inc. in this dispute; click here for my most recent post on this dispute.) This time the Commission sided with Rogers. This decision means that the agreement between Rogers … [Read more...]

Features Added to AdamsDrafting Blog

I've belatedly added a couple of features to this blog. If you wish to inform someone of a post, as an alternative to emailing them a link you can now click on the "Email this Post" link at the end of the post, fill in the blanks, and click "Mail It!" And you can generate a printer-friendly version of any post by clicking on the "Print this Post" link at the end of the post. I hope these … [Read more...]

New NYLJ Article on Materiality

Today's issue of the New York Law Journal contains my article Revisiting Materiality. Click here for a pdf reprint; it's also available on the GC New York website (free registration required). This article discusses how the word material—that favorite of deal lawyers—is ambiguous, and it suggests ways of addressing this problem. This is a topic that I’ve previously danced around, but to my … [Read more...]

ABA 2007 Annual Meeting (Including My Panel-Discussion Materials)

I had originally had in mind some sort of journalistic report on my "How to Write Better Business Documents" panel discussion and other goings-on at the ABA's 2007 annual meeting in San Francisco. But I've recovered my sanity and concluded that any such account would be infernally dull and indiscreet—an unpromising combination. So I'll limit myself to the following: I was delighted to finally … [Read more...]

“I Particularly Do Not Enjoy … Contracts”

A reader alerted me to this post on Above the Law. It's about a letter that a Big Law corporate associate sent to his firm explaining exactly why he was pleased to be leaving the profession. Here's the pertinent bit: I do not enjoy the practice of law. At all. I find it extremely tedious and stressful. I particularly do not enjoy the following activities: a. reviewing contracts b. … [Read more...]

More on Retrieving and Using Contracts Filed with the SEC

In this December 2006 post I discussed ways of retrieving contracts that have been filed on the U.S. Securities and Exchange Commission’s EDGAR system. In a comment I mentioned an additional source, RealDealDocs, but noted that I hadn't kicked their tires. Well, I still haven't, because I'm happy doing my own searches (for free) on Lexis. But if you're interested in RealDealDocs, Dennis Kennedy … [Read more...]

A Contract-Drafting Pop Quiz for Lawyers

Are you a lawyer? Do you draft contracts? Do you have other people draft contracts for you? Yes? Then I have a pop quiz for you. Consider the following questions: Does the phrase representations and warranties determine the remedies available to a contract party? When you draft contracts, do you include a traditional recital of consideration in the lead-in to the body of the … [Read more...]

Reminder: Wydick, Garner, and Adams to Speak at ABA Annual Meeting

As I mentioned in this post, this coming Friday, August 10th, from 2:30PM to 4:30PM, Dick Wydick, Bryan Garner, and I will be speaking at the ABA annual meeting in San Francisco. The topic is "How to Write Better Business Documents." Some promotional materials gave as the title of this session "The Art of Persuasive Brief Writing in Commercial Litigation." That must have caused some amusement … [Read more...]

More on Needless Elaboration

[Revised August 8, 2007] I've previously blogged about how drafters often refer to a given set, then refer to subsets that compose all or part of that set, even though there's no question as to the boundaries of that set. I've decided to call this phenomenon "needless elaboration." It's like saying "I don't eat fish, whether fresh-water or salt-water." Simply saying "I don't eat fish" … [Read more...]

Deal Lawyers and Litigators—Two Cultures?

I just read "The Billable Hour Must Die," an article by Scott Turow in the August 2007 issue of the ABA Journal. The following paragraph caught my eye: The people writing contracts were, in my youthful view, not much different from consultants. Although I have learned to love and appreciate hundreds of transactional lawyers in the years since, I notice, in looking over my novels, that I have … [Read more...]