What in a Contract Requires Typographic Emphasis?

In a recent post I said that along with switching from Times New Roman I'd be abandoning underlining in favor of bold. But here's a related question: I've previously used underlining to emphasize section headings, each defined term when it's being defined, and references to exhibits and schedules. (See MSCD 12.9.) Should I use bold in all those instances, or is there anything that I should stop … [Read more...]

Using Company Numbers in the Introductory Clause

In this comment to an October 2007 post, reader Michael Fleming said the following: Speaking of things we find in the introductory clause—How about some research and commentary into the British drafting habit (or is it a requirement???) of including the "company number" as part of the name of the corporate party (e.g., "Top Hat, Ltd., a United Kingdom corporation, company number LXQ493821"). I … [Read more...]

More on United Rentals Versus Cerberus—”Notwithstanding” and “Subject To”

This might be of interest to anyone who has followed the litigation between United Rentals, Inc. and the RAM entities. (Click here for my previous post on the subject.) A sideshow in the litigation was the expert report of Professor John C. Coates that the RAM entities submitted to the court and how Chancellor Chandler dealt with that report. In addition to addressing customary deal … [Read more...]

A Year-End Note from Your Blogger

The first full year of the AdamsDrafting blog is winding to a close. Don't worry, I'm not going to wax self-indulgently lyrical about the lot of the blogger. Instead, I just want to warn you that over the few three months I'll have less time to devote to the blog, because I've promised the ABA that I'll deliver to them in spring 2008 the manuscript for the second edition of MSCD. Preparing the … [Read more...]

Costly Drafting Errors, Part 3—United Rentals Versus Cerberus

A reference on Ideoblog to "sloppy drafting" lead me to take a closer look at the litigation between equipment-rental company United Rentals Inc. ("URI") and the Cerberus Partners acquisition vehicles RAM Holdings, Inc. and RAM Acquisition Corp. URI sued the RAM entities for having bailed on a $4 billion deal to acquire URI. The RAM entities claimed that URI couldn't force them to consummate … [Read more...]

And I’m Getting Rid of Underlining, Too

In MSCD 12.9, I recommend using underlining to emphasize section headings, each defined term when it's being defined, and references to exhibits and schedules. Underlining—or rather underscoring, to use typographer terminology—is a typewriter convention created to approximate common typographic effects that couldn't be achieved with a typewriter. Typographers don't like it. James Felici, The … [Read more...]

It’s Time for a Typeface Change

[Update, 12/21/07 3:30PM EST: Previously I linked to Word 2003 versions of a document in Times New Roman and the same document in Calibri. I belatedly realized that that would only confuse matters, so I've now linked instead to PDFs.] Brace yourselves—I'm proposing a change of typeface. The Current Regime I suggested in this November 2006 post that Times New Roman isn't a thing of … [Read more...]

At Least We’re Not the Only Ones Who Are Grossly Inefficient

The December 10, 2007 issue of The New Yorker contains a fascinating article entitled "The Checklist." It's by Atul Gawande, a surgeon who's also a staff writer at The New Yorker. The article discusses how using checklists—a process pioneered by a critical-care specialist named Peter Pronovost—significantly improves the consistency of the extremely complex care administered in intensive care … [Read more...]

“Moral Turpitude”—The Complete Post

[In this recent blog post I provided a partial analysis of the phrase moral turpitude and invited readers to complete it for me. No one took up my challenge with sufficient vigor to warrant awarding the prize, a signed copy of A Manual of Style for Contract Drafting. (Cue much wailing and gnashing of teeth!) What this episode taught me is that you, dear readers, are, perhaps like blog readers … [Read more...]

Sun’s Revised Contributor Agreement

A reader brought to my attention a recent post on the blog of Mike Dillon, general counsel of Sun Microsystems. It describes how Mike had Sun's form of contributor agreement revised after someone complained that it was too wordy and complicated. As Mike explains, contributor agreements are used by most open-source companies and communities to specify the terms for contributions to an open-source … [Read more...]

The Benefits of Sloppy Drafting?

In his Market Movers blog, journalist Mark Salmon discusses whether there are any benefits to sloppy contract drafting. Mark quotes another blogger to the effect that sloppy drafting can represent an attempt to bury an issue in impenetrable verbiage. I added a brief comment to Mark's post, but I'm not inclined to attempt a definitive treatment—a simpler explanation for sloppy drafting is sloppy … [Read more...]

An Interview with Your Favorite Contract-Drafting “Guru”

The December 14, 2007, issue of the Canadian periodical The Lawyers Weekly contains an article about yours truly. Click here for a pdf copy (note that the first page is just the photo; the interview itself is on the second page). And click here for the online version of the article. … [Read more...]

Am I Simply Expressing My “Personal Opinions”?

I’m back from another foray to Toronto, for a seminar at Osgoode Professional Development and another at a law firm. (Greetings, Toronto newcomers to this blog!) Although there’s always room for improvement, both seminars went well. But I’ve come to expect that occasionally amid the favorable evaluations will be one by a seriously unhappy participant. And that was the case with the Osgoode … [Read more...]

A Report on the Penn Law 2007 Contract-Redrafting Project

Each semester that I teach, I inflict a series of drafting assignments on students in my Penn Law contract drafting class. This semester, the final assignment—the grand climax!—consisted of redrafting the first five pages of a master services agreement submitted to me by a major financial-services company in response to this invitation I posted on this blog. The company—let’s call it Acme—uses … [Read more...]