Month: March 2010

The “Amendment” Section and Categories of Contract Language

Once you’re attuned to my framework of “categories of contract language,” as laid out in chapter 2 of MSCD, you’ll see its implications at every turn. A big part of my recent article on the AAA standard arbitration clause (pdf here) was a discussion of categories of contract language. The boilerplate governing how contracts are amended raises a similar issue. … Read More

Kingsley Martin’s “Contract Analysis and Contract Standards” Blog (Plus Discussion of Document-Assembly Technology)

In March 2009 I did this Q&A with Kingsley Martin, developer of KIIAC, a software for creating templates and clause libraries for use in drafting contracts. I continue to think that KIIAC is invaluable for anyone looking to create a new template from a large group of comparable precedent contracts, so it was with interest that I noted that Kingsley has … Read More

Free Time in Calgary on Wednesday, April 28

I’ll be in Calgary the week of April 26, in part for my “Drafting Clearer Contracts” public seminar for Osgoode Professional Development. (Click here for more information about that.) But what’s currently on my mind is that I’m free on Wednesday, April 28, until mid-afternoon. Hmm, time for a 3-hour or 4.5-hour seminar, methinks. If you’d like to find out … Read More

Some BigLaw In-House-Seminar Testimonials

I’ve been remiss about asking my in-house-seminar clients for testimonials, and I resolved to fix that. Last week I was in Houston, and I’m pleased to have received the following testimonials (my thanks to Lori and Tim): Ken Adams has continually presented a great “Drafting Clearer Contracts” training program for our associates. His sessions are extremely clear and organized and … Read More

Arising Out of What?

Here’s yet another cautionary tale. This article on Lexology by Doug Batey of Stoel Rives LLP considers a recent Idaho Supreme Court opinion addressing a dispute over a fee-shifting provision in a limited-liability-company operating agreement. Here’s the contract provision at issue: In any action or proceeding brought to enforce any provision of this Agreement, or where any provision is validly asserted as … Read More

How Not to Specify Jurisdiction, Part Deux

As a follow-up to this recent post, let me tell you about another opinion featuring a dispute over a jurisdiction provision. (My thanks to the indefatigable Steven H. Sholk for the lead.) The case is D.B. Zwirn & Co. v. Dittman, No. 09 Civ. 10498 (S.D.N.Y. filed Mar. 23, 2010) (click here to go to a pdf copy). At issue was … Read More

AdamsDrafting Incentive Program: If You Adopt an MSCD-Based Contract-Drafting House Style, I’ll Help You Out

Winning hearts and minds one contracts person at a time is a noble undertaking, but things certainly would go faster if I could convert entire organizations. For any organization looking to put its contract process on a more efficient footing, the first step would be to adopt a rigorous house style. Compiling a dozen pages or so of guidance of your … Read More

Reminder: MSCD Works Outside the U.S.

In the course of telling someone in Canada where they could buy my book, I visited the MSCD page on Amazon.ca, Amazon’s Canada storefront. In addition to noticing that Amazon.ca doesn’t itself sell the book (buy it instead from Amazon.com), I saw that one “Mary M.” had recently posted a review. It’s positive, but it includes the following: The only … Read More

Arrogance as a Response to Change

The other day while reading in the Atlantic Monthy “A Conversation with Jules Feiffer,” the great cartoonist, the following Feiffer observation caught my eye: Amidst all the insecurity, and the ambition, and determination, there are two things always at work. One is self doubt, and the other is arrogance. And they work hand in hand. That reminded me that change … Read More