Monthly Archives: November 2007

“Moral Turpitude”—An AdamsDrafting Complete-the-Blog-Post Competition!

I’ve had in the can for a few weeks a partly completed blog post on the subject of the phrase moral turpitude. This phrase features …

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A Law Firm that Forbids Use of “Shall”?

In my recent article advocating disciplined use of shall I mention that I haven’t seen any evidence of a flight from shall. At any given …

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Mass Nouns—Another Source of “The Part Versus the Whole” Ambiguity

“The part versus the whole” is the term I use to refer to ambiguity regarding whether a single member of a group of two or …

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U.S. “Contract Drafting—Language & Layout” Seminars for Feb.–June 2008

On December 5 I do my final West Legalworks seminar of 2007, in Miami. But in case you thought that was it, here are—drum roll, …

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Quinn and Adams Article in the ACC Docket

The December 2007 issue of the ACC Docket, the magazine of the Association of Corporate Counsel, contains the article “Transitioning Your Contract Process from the …

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“May Require”

Here’s yet another issue relating to use of may—the phrase may require. My principal problem with may require is that in its most common use, …

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Whether to Use Language of Discretion or Language of Prohibition to Express an Action that Is Subject to Consent

The following sentences express the same meaning: If it receives Acme’s prior written consent, the Vendor may cause one or more subcontractors to perform Services. …

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Yet More on Needless Elaboration

In this post I discuss “needless elaboration”—the tendency of drafters refer to a given set, then refer to subsets that compose all or part of …

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“At Any Time”

In my post on “termination for convenience” (click here) I said that in language providing for termination for any reason you can dispense with the …

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Needless Symmetry?

In MSCD 2.3 I recommend that you not use a title that looks at one transaction from different perspectives, as in agreement of purchase and …

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Giving Contract-Drafting Students a Taste of the Future

My contract-drafting class at the University of Pennsylvania Law School focuses on the building blocks of contract language. But we’d be reckless if we didn’t …

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“May … Only”

In this October 2007 post, I discuss how placement of only in a sentence can affect meaning. Well, here’s another issue relating to use of …

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The Relationship Between Contract Drafting and Contract Law

I sporadically find myself discussing the nexus between contract drafting and contract law, or rather the contract law that’s taught in the first year of …

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“Termination for Convenience”

During a CLE session at the recent Associate of Corporate Counsel annual meeting, one of the panel members used the phrase termination for convenience. It’s …

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A Reminder of the Benefits of a Course in Contract Drafting

Today one of my former Penn Law students sent me the following email: I just thought I’d write you a quick note and let you …

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“Material Breach”

In my tireless quest to master all things related to materiality, I recently asked myself what the heck material breach means. I suspect that if …

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Enforceability of Fax and Scanned Signature Pages

Earlier this week I received the following email from a reader: Could you please do a post about your thoughts on enforcing contracts that use …

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“As Amended”

An abandoned blog can be mildly poignant. Everything is as it was when the proprietor up and left. It’s like encountering the Mary Celeste. This …

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“Action or Proceeding”

It’s commonplace for drafters to use the phrase action or proceeding. Consider the following extract from a jurisdiction provision: Any party bringing against another party …

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docstoc? No Thanks!

A new document-sharing site, docstoc, has just opened to the public. Its slogan is “Find and share professional documents.” Here’s one of the FAQs: What …

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