If you've come here through the link the MSCD item in this month's Section of Business Law eSource, welcome! While you're here, let me tell you about a discount that I've arranged for section members. I give with West Legalworks a public version of my "Contract Drafting—Language and Layout" seminar; click here for information about the seminars scheduled for the first half of 2009. A notable … [Read more...]
Archives for December 2008
In San Francisco on Wednesday, December 10, With Some Free Time
On Tuesday, December 9, I'll be in San Francisco to give my "Language and Layout" seminar for West Legalworks. I'll be taking the red-eye home on Wednesday, and I'll have some time free during the day. So if your company or law firm is based in the bay area and you'd like to shoot the breeze about contracts and what I do, by all means get in touch. … [Read more...]
“The Vendor” or “Vendor”—A Practical Consideration
During our conference call about the 2008 Penn Law redrafting project (see this blog post), the company lawyers noted that I had elected to refer to the other party as the Vendor rather than simply as Vendor. I explained that I prefer using the definite article, as it results in prose that's slightly less stilted (see MSCD 1.73). The company lawyers then explained that a previous version of … [Read more...]
Magic Words
If often find myself alluding to the "magic words" approach to drafting. Here's what I mean: You're using magic words when you don't clearly articulate in a contract a given concept but instead use legalese to grope at the intended meaning, in the hope that custom, or the courts, will fill in any gaps. Using magic words presents two risks. The first risk is that because you've sidestepped … [Read more...]
“Indemnitor” and “Indemnitee”
In an exchange of emails this evening, my correspondent inadvertently used "indemnitor" when he meant "indemnitee." It's in order to avoid just such confusion that I recommend in MSCD 1.72 that you not use as defined terms for party names any paired defined terms that differ only in their final syllable, such as Mortgagor and Mortgagee. Given that one uses Indemnitor and Indemnitee when a … [Read more...]
Report on the 2008 Penn Law Redrafting Project
As one of the assignments in my Penn Law contract-drafting course, this semester I once again asked my students to redraft part of a contract currently being used by a company. This time, I selected a template master services agreement submitted by a Fortune 500 company in response to this May 2008 post. The process this time around was the same as in previous semesters—for more on that, see … [Read more...]