Signing Off for August

I'm looking forward to August. I'll be spending time in Cap Ferret, on France's west coast; in Geneva, Switzerland; and in Saratoga Springs, in upstate New York. I'll enjoy showing my daughter a bit of Europe (including Geneva, the city where she was born) and having her get reacquainted with family members she sees too infrequently. She's already insisting that one evening we have dinner at … [Read more...]

Contract Drafting and the Limits of “Free”

Publication of Chris Anderson's book Free: The Future of a Radical Price has prompted a lot of online discussion about the extent to which a thriving business can be built on giving stuff away for free. At My Shingle, Carolyn Elefant has offered some thoughts on "Biglaw Free and the Solo." Here's the part that grabbed my attention: Lawyers need to recognize that we are fast reaching a point … [Read more...]

If You’ve Watched the Webcasts and Are Contemplating Attending a Seminar

If you've watched my webcasts and are contemplating attending one of my live seminars, you might want to read the following: The seminars cover the same topics as the webcasts—that's why the seminars and webcasts will, by 2010, share the same title, "Drafting Clearer Contracts." Furthermore, currently the seminars and webcasts use the same materials, as it would have taken me a few months to … [Read more...]

Thinking of Adopting a House Style for Contract Drafting? Here’s How I’d Do It

I've recently been emphasizing, in print and in speaking engagements, that for any organization that wants to gain control of the drafting process, a necessary first step is to adopt a house style for contract drafting. (I know of three law firms that are currently working on adopting a house style.) What should such a house style look like, and how should an organization would go about … [Read more...]

“Drafting Up” and Extraneous Prepositions

Today I noticed that someone said on Twitter that they were "drafting up a screenplay contract for legal revisions" (emphasis added). That sent me to Google, where the search ["drafting up" contract] resulted in 4,090 hits . The search ["draft up" contract] resulted in 12,900 hits, but they included a greater proportion of irrelevant results, such as "You screwed this draft up." But in any … [Read more...]

Webcast 7: It’s on Automating the Contract Process, and It’s Free

Webcast 7 in my Drafting Clearer Contracts series of webcasts will be launched with a live session starting 1:00 p.m. EDT on Wednesday, July 22. ("Live" means that panel members will be on hand to reply, by email, to questions submitted in writing during the session.) Thereafter webcast 7 will be available on demand. Unlike the other webcasts in the series, this one is being offered without … [Read more...]

“Contractual”

I can't recall ever having used the adjective contractual, meaning "of, pertaining to, or secured by a contract." I find it an awkward mouthful. As a general matter, I'd rather simply use contract, as in contract terms and contract obligations rather than contractual terms and contractual obligations. And rather than referring to contractual instruments or contractual arrangements, why not … [Read more...]

Lawyers Weekly Article About Adams and Commodification of Contract Drafting

The current issue of The Lawyers Weekly, the Canadian periodical, contains a nifty article on how to make contract drafting a commodity. Yours truly is featured prominently. Click here to go to a pdf copy. Any observations? … [Read more...]

Webcast 6: My Conversation with Bryn Vaaler

Excuse me if I mention another upcoming webcast, the sixth in my Drafting Clearer Contracts series. It runs for the first time as a "live" webcast on Tuesday, July 14, starting at 1:00 p.m. EDT. Thereafter it will be available on demand. This webcast consists of my conversation with Bryn Vaaler, longtime partner at Dorsey & Whitney LLP and their director of professional development. Bryn … [Read more...]

Yet Another Instance of Semantic Ambiguity: “Salary”

The case of Citgo Petroleum Corp. v. Ranger Enters., 2009 U.S. Dist. LEXIS 58676 (Conn. Mar. 17, 2009), revolved around whether, as used in the context of a separation agreement, the word salary included bonuses. A careful drafter would want to avoid any confusion on that score. By the way, I don't intend to devote a post to each instance of syntactic ambiguity I encounter. But it's a good idea … [Read more...]

Making a Release Automatic

A court opinion doesn't have to come from an exalted court in order for it to raise an issue of interest to drafters generally. A case in point is Managment Strategies v. Hous. Auth. of New Haven, 2009 Conn. Super. LEXIS 1550 (Conn. Super. Ct. June 2, 2009). In that case, the following release language was at issue: Upon completion of the Completion Work, [FNICA] and [the plaintiff] shall, … [Read more...]

Wal-Mart Case Raises Issue of Categories of Contract Language

D.C. Toedt has posted on his On Technology Contracts blog this item about an opinion of the Ninth Circuit Court of Appeals dismissing a case against Wal-Mart. Here's D.C.'s summary: Wal-Mart requires its suppliers to agree to a code of conduct. It was sued, in California, by employees of suppliers in various Third World countries, on grounds that • the retail giant had failed to police the … [Read more...]

Another Instance of Semantic Ambiguity: “Buys”

In Comtide Holdings, LLC v. Booth Creek Mgmt. Corp., 2009 U.S. App. LEXIS 15086 (6th Cir. July 2, 2009), the following provision was at issue: CLOSING. Broker shall receive reasonable notice of closing. The BROKER's fee referred to in Paragraph 4 above is payable in full to the BROKER only upon closing of the escrow/settlement account and payment of the consideration to the SELLER, and the BROKER … [Read more...]

My Response to a Student Seeking Advice on Contract Drafting

Today I came across a blog post entitled, straightforwardly enough, "Looking for Advice on Contract Drafting." It was posted on the Marquette University Law School faculty blog and was written by a part-time student by the name of Tiffany. Besides being a student, she holds down a job—she's responsible for maintaining the templates of her company's commercial contracts and preparing deal … [Read more...]

Contract Interpretation and Contract Drafting

Oxford University Press was kind enough to send me a review copy of their new book Elements of Contract Interpretation, by Steven J. Burton, a professor at the University of Iowa College of Law. I'm now going to repay them for their generosity by observing that I'm having a hard time getting into it. That has little to do with the book itself, which appears to be an honorable effort. (A more … [Read more...]

Any Webcast Feedback?

Today sees the launch of webcast 5 in my series Drafting Clearer Contracts, which is being offered by West LegalEdcenter and is sponsored by Business Integrity. Webcast 5 will run as a "live" webcast starting at 1:00 p.m. EDT, meaning that I'll be on hand to respond in writing to any questions submitted. Starting a day or two later, it will be available on demand. Webcast 5 is the final webcast … [Read more...]

Response to a Young Traditionalist

Hot on the heels of Venkat Balasubramani's Twitter update reminding me of all those I have yet to convince came a message from one of the unconvinced. The individual in question had watched my first webcast and had some questions that we discussed by email. His second email to me ended with the following paragraph: If it is helpful to you, I’ll explain why it is a little bit difficult for me to … [Read more...]

Contract Drafting as a “Niche” Subject

Twitter has become a low-key part of my public profile (my Twitter ID is @AdamsDrafting). Links to my new blog posts go out automatically on Twitter; I indulge in the occasional bit of flagrant self-promotion, these days mostly about my webcasts; and I sporadically offer up any halfway rational and maybe-interesting thought that otherwise doesn't have a home. But my focus is elsewhere, so I've had … [Read more...]