I’ll soon be resuming my itinerant ways. In particular, my first public seminar of 2009 is on February 24, in Houston. And 2009 just got busier, as I’ve added some new “Contract Drafting—Language and Layout” public seminar dates, namely U.S. dates for the second half of 2009 and new Toronto and Vancouver dates. Click here [...]
To accomplish any given drafting goal, one usage will be more efficient than the others. Once you accept that notion, it follows that it would make sense for drafters to join other writers in using a manual of style. That’s why I wrote A Manual of Style for Contract Drafting. Use of a manual of [...]
Today Rees Morrision posted this item on his blog. It makes the point that groups are good for sharing information but not so good for making decisions. It also quotes an academic as saying that “Groups are not helpful in getting people to make better decisions, but they’re helpful in getting people to feel more [...]
This post earlier this month considered how to ensure that people on the other side of a deal don’t balk at MSCD-compliant language. But what if it’s your outside counsel that’s not playing along? In this post from last weekend I said that company law departments are best positioned to drive change, in that they’re [...]
In this post from earlier this month, I expressed incredulity at the idea of my being able to make good use of Twitter—what I do doesn’t come in installments of no more than 140 characters. But following up on a suggestion by commenter Jonathan Handel, I’ve arranged matters so that every time I post on [...]
A couple of recent posts (this one and this one) prompted some gnashing of teeth and rending of clothes by commenters frustrated at the pushback they encounter when they use clear, efficient, and modern contract language. So I thought it might be worthwhile for me to elaborate on something I offered in this comment. Here [...]
Thanks to Bryan Sims of The Connected Lawyer, I came across (1) this useful post by TechnoEsq on the different ways of signing legal documents electronically and (2) this post by Ernie Svenson, wearing his PDF for Lawyers hat, on one of those ways of signing, namely using digital signatures. By way of a reminder, [...]
Rees Morrison, prolific blogger on all things law-department-related, posted this item about free legal forms available online. Here’s what it says: As the online world inexorably proves that information wants to be free, in-house counsel will increasingly have more forms of agreements available online, and at no cost. One example of the genre is YourFreeLegalForms.com. [...]
Here’s the approach that’s reflected in MSCD: If you could accomplish any given drafting goal in a number of different ways, consistency and efficiency would be enhanced if you, and everyone else, were to choose, and stick with, just one of the ways. And if you look closely, more often than not one of the [...]
In this October 2008 blog post I said that together with is usually a roundabout way of saying, depending on the circumstances, and or with or plus. Well, it just crossed my mind that a related usage is as well as—you should be able to use and instead. Often together with and as well as [...]
The following is from reader Tom Hertz: Based on MSCD, I gather that you’d say that parties enter into an agreement, rather than simply enter it. (See, for example, MSCD 2.21 and 8.18.) The former usage is certainly common and, just as certainly, redundant. Why not use just enter? Prepositions have a way of glomming [...]
I received the following inquiry from Sarita Nair of the New Mexico law firm Sutin, Thayer & Browne: I am struggling to find a concise way to limit an obligation to delete electronic records. As you know, many contracts and letters of intent contain an obligation to destroy documents if a commercial relationship ends. In [...]
I used to be reticent about asking for feedback after giving an in-house seminar—heaven forbid that I should be a nuisance! But I now make a point of asking for such feedback. I’m acutely aware that my seminars are a mixture of bad news (Everything you know is wrong!) and good news (Here’s how to [...]
David Miller is general counsel of Rogers Communications, the Canadian communications company. I met him in 2007 when, shortly after helping them out in the Canadian comma dispute, I was invited to give a day-long seminar at Rogers. That seminar contributed to my love affair with Canada, as David attended the entire seminar. From start [...]
In this December 2007 post I wrote about the Delaware Chancery Court opinion in the litigation between United Rentals Inc. and two Cerberus Partners acquisition vehicles. But I wasn’t so much interested in the opinion as in what had caused the confusion and how it could have been avoided, so I didn’t even mention the [...]
One of the more useful perks of being a member of the American Bar Association is that you get access to the “Deal Points Studies” prepared by the Section of Business Law’s Committee on Mergers and Acquisitions. There are various Deal Points Studies; I’ve recently consulted the 2008 Strategic Buyer/Public Target M&A Deal Points Study [...]
The first few months after the ABA publishes a book, you can purchase it only through them. Thereafter, they start to distribute it through the usual online sellers. Consistent with that, the second edition of A Manual of Style for Contract Drafting is now available on Amazon; click here to go to the Amazon page [...]
Longtime reader Michael Fleming sent me the following cry of pain: Below is a little taste of a markup I received from the other side of a deal I’m working on: MASTER SERVICES AGREEMENT This Mmaster Sservices Aagreement (“Agreement”) is dated ________, 20__ (the “Effective Date”) and is between FLEMING’S CLIENT, INC., a Minnesota corporation [...]
When you assemble the components of a contract that refers to schedules and exhibits, which should come first after the main part of the contract? The schedules or the exhibits? Thanks to a reader inquiry, I’ve now considered that gripping question for the first time. I recommend you put the schedules first: Schedules consist of [...]
[Update: You might want to read the comments.] You may have heard of Twitter. It’s a free social-networking service that allows users to send updates and read other users’ updates. Updates are text-based posts of up to 140 characters in length; they’re commonly referred to as “tweets.” Twitter describes itself as “a service for friends, [...]
I recently received the following inquiry from reader Kathleen: I was wondering, do you have a proofreading system or any tips? Especially for when there is quick turn-around and I don’t have time to let a document sit to come back with fresh eyes (and I don’t have access to someone who can proofread for [...]
In MSCD 12.328, I say that respectively serves to indicate that each item in a list earlier in a sentence is to be paired with its counterpart in a list that follows and contains an equal number of items, as in The first and second prizes went to Marie and Frank, respectively. But in a [...]
