Monthly Archives: 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 …

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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. …

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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 …

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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 …

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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 …

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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 …

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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. …

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Inertia and Law Departments: It’s Not Only Law Firms That Have a Problem with Change

I noticed that in their current “Question of the Week,” the ABA Journal is asking who is better equipped to promote change, law firms or …

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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 …

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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 …

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“Terms and Conditions”

A particularly prevalent usage is terms and conditions (and the shorthand T&Cs). Heck, it even surfaces in the everyday world—I’ve been known to throw a …

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An AdamsDrafting Mini-Exhibit of Contract-Drafting Art: Recent Illustrations by Russell Christian

Contrary to reputation, I’m not just a dry-as-dust, express-the-meaning-of-the-parties guy. I have a sensitive, truth-and-beauty side too. And to demonstrate that, I now bring you—cue …

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How Not to Specify Jurisdiction

I generally explain the concept of ambiguity by saying that if reasonable people read a given contract provision and derive different meanings from it, that …

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Upgrades and Fixes to this Site

I launched this site in 2006, and recently it’s been showing its age. That’s not entirely due to sloth on my part, as getting anything …

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Working with Contracts If You Aren’t a Native English Speaker: Some Notes from All Over

I’m attuned to the particular challenges facing anyone who isn’t a native English speaker and is required to draft or negotiate contracts in English. Indeed, …

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My NYLJ Article Critiquing the AAA Standard Arbitration Clause

Today’s issue of the New York Law Journal contains my article “The AAA Standard Arbitration Clause: Room for Improvement.” Click here to go to a …

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Negotiating Around the Duty of Good Faith

In this May 2007 blog post I mentioned the dispute between Crusader Entertainment and schlockmeister Clive Cussler. In this post, the ContractsProf Blog provides the …

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Adding General Terms to a Stand-Alone Purchase Order

My recent post on stand-alone purchase orders prompted a related thought: When you issue a stand-alone purchase order (in other words, one not issued under …

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Tacking an Acknowledgment on to the End of a Contract

You sometimes see a contract that has a paragraph entitled “Acknowledgement” added at the end, after the party signatures. For example, a search on the …

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Comparing General Terms in a Master Contract and General Terms in a Stand-Alone Purchase Order

I received the following inquiry from a reader: As you know, goods or services can be purchased by means of purchase orders issued under a …

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Follow-Up on Consequential Damages

After chewing over the comments to this post on excluding consequential damages, I’m left with the following thoughts: I remain of the view that putting …

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