Seeking Input on Creating a Searchable Digital Archive of Existing Contracts

I'm occasionally asked about how one might go about creating a searchable digital archive of a medium-sized company's hard-copy contracts. It's nothing I've had any direct experience with. If you have any suggestions, I'd be interested to hear them, and I suspect other readers would too. … [Read more...]

Wall Street Journal Article and Video on “Throughout the Universe”

The Wall Street Journal has published this article on use of the phrase throughout the universe in contracts. And below is the accompanying video. I'm featured fleetingly in both. Most of my interview ended up on the cutting-room floor, presumably because my take on this subject was dreadfully earnest: The phrase throughout the universe, which I wrote about in this January 2007 blog post, … [Read more...]


Recently the word irrevocably attracted my attention. It means "unalterably." And more often than not it's redundant. That's because generally when a contract party takes an action, it follows that absent anything in the contract to the contrary, the action can't be undone. Consider the following example: Upon issuance of a Letter of Credit, each Lender will be deemed to have irrevocably … [Read more...]

Some Webcast Feedback

From the perspective of the presenter, one key way in which webcasts differ from live seminars is that feedback is hard to come by: since launching my series of webcasts with West LegalEdcenter, I've heard nary a peep from anyone who has watched them. That made it particularly gratifying to receive the following email from Gary Karl, a partner in the Rochester office of Harter Secrest & Emery … [Read more...]

The Problem with Law-Firm Template Initiatives

The history of law-firm template-contract initiatives is not a happy one. Various factors conspire against a law firm successfully implementing and maintaining rigorous templates: Law firms are generally asked to draft a broad range of documents. Any one law firm may not be asked to handle a given kind of transaction often enough to warrant devoting resources to creating and maintaining … [Read more...]

Assigning Future Rights

I find that the notion of categories of contract language (considered in detail in chapter 2 of MSCD) often provides a useful framework for analyzing substantive drafting issues. Take an issue I was asked about twice recently, once at the ACC annual meeting, once by one of my Penn Law students. It's routine for contract provisions to assign future rights, but what's the best way to accomplish … [Read more...]

Wire-O Is Back!

The ABA now has in inventory the third printing of MSCD. And we've reverted to the binding used in the first printing, namely Wire-O binding, or more specifically semi-concealed Wire-O binding, but we've also fixed the first printing's binding problems. Based on my entirely unscientific survey, I suspect that most of you would approve of this change. The third printing comes not a moment too … [Read more...]

“Formally” and “Formal”

The word formally occurs fairly often in contracts. It appears in 994 contracts filed as "material contracts" on the SEC's EDGAR system in the past year. Here are some examples: Lender may conclusively rely on such certificate until formally advised by a like certificate of any changes therein. All written or formally presented information, including the Information Memorandum ... ... … [Read more...]

New Email-Update System

I'm now using a service to handle my email-update system. It's a good deal more efficient than my previous setup. For one thing, I'm not involved when someone subscribes or unsubscribes. I've just sent out an email update. If you've subscribed but you don't receive it in the next couple of days, you might want to check your spam file. If you see no sign of it there, please let me know and I'll … [Read more...]

In Commercial Transactions, Which Side Gets to Draft?

While lurking at the Business Integrity booth at the ACC annual meeting, I've had a chance to discuss with many people their company's contract-drafting requirements. Some of those I've spoken with have been in the procurement department; others have been in sales. I haven't spotted any particular pattern. That raised in my mind the question of who gets to draft the contract in any given … [Read more...]

“Arising Out Of or Relating To”—Third Time’s a Charm

One function of this blog is to give me a forum for screwing up without embarrassing myself too much. In this blog post from last month, I took a second crack at analyzing arising out of or relating to. Further reflection revealed that effort to be, well, lame, and I'll be deleting it in the next few days. Below is another attempt. And I’ve made a conforming change to this blog post about the AAA … [Read more...]

ACC Annual Meeting Session on Contract Automation

I'm delighted that on Monday, October 19, from 9:00 a.m. to 10:30 a.m., I'll be in Boston, taking part in a panel discussion at the annual meeting of the Association of Corporate Counsel. The session is entitled "Self-Service Contract Creation: Providing Better Service in a World of Frozen Budgets"—click here for more information. It's being presented in cooperation with my friends at Business … [Read more...]


I recently encountered the word draftsman in a law review article. That prompted me to give some thought to use of the word. It's certainly commonplace—a search of the TP-ALL database on Westlaw ("All Law Reviews, Texts & Bar Journals") retrieved some 5,000 articles written in the last three years that use it. I prefer to avoid gender-specific language. And not out of raging political … [Read more...]

It’s One Thing to Know the Rules, Another to Play the Game

Yesterday I posted two items (this one on and and or, this one on the passive voice) that were rather more harum-scarum than my normal offerings, in that I ended up quickly making significant changes in response to reader comments. (Thank you, all.) Having previously limited myself to the building blocks of contract language, I'm now working to bring the same approach to bear on entire … [Read more...]