Koncision CA Editorial Boards

You've presumably seen this blog post announcing Koncision Contract Automation. I could have waited until Koncision CA was ready for launch before announcing, but I have two reasons for announcing now. One, I want to have the benefit of input from potential users. And two, I want to recruit two editorial boards; that's what I want to consider now. To commoditize drafting, you need optimal … [Read more...]

Some Features of Koncision Contract Automation

In the coming months we'll be establishing the framework and policies of Koncision Contract Automation. The document-assembly engine that will power it, ContractExpress, operates as you'd expect: users answer a questionnaire, and based on the answers provided the system then compiles and adjusts the preloaded contract language. But beyond that, there's plenty of room for enhancements. Here are … [Read more...]

Announcing Koncision Contract Automation

I'm pleased to announce that I'm partnering with Business Integrity, developer of ContractExpress document-assembly software, to develop Koncision Contract Automation, an online subscription-based service that will make available to lawyers document-assembly templates for business contracts. We'll be launching our first product, a line of confidentiality agreement templates, in the first quarter … [Read more...]

Contract Drafting and Plagiarism

There's been quite a bit of blogosphere chatter recently about lawyers and plagiarism. The most recent salvo is this post by Peter Friedman, who teaches legal analysis and writing at Case Western Reserve University School of Law. In my cloistered way, I pay real attention only when the discussion touches on contract drafting. And here's what Peter had to say on that score: In legal practice, … [Read more...]

Signature Automation: A Dispatch from the Front Lines

I recently received the following inquiry from longtime reader John "Fitz" Fitzpatrick: Pardon me if I missed a blog discussion on e-signature (have you had one?), but recently a bunch of companies have requested that we sign our contracts with them using e-signature through a company called EchoSign. Nice idea in principle, but I have a three issues. First, I think that it's poor etiquette … [Read more...]

Innovation Is Easier If You Get Specific

I noted with interest this article on the website of the Association for Corporate Counsel. It's entitled "Top Ten Innovations to Improve Enterprise-Wide Contract Management," and it's by Nancy Jessen and Bret Baccus of Huron Consulting Group. (Nancy was kind enough to be on the panel for the seventh in my series of "Drafting Clearer Contracts" webcasts, the one on automating the contract process. … [Read more...]

Don’t Count on the Courts to Fix Your Mistakes

Drafting mistakes are mainly of interest to me for the lessons I can deduce about how not to draft; I don't particularly care how the mess is cleaned up. But sometimes I'll pause to examine the wreckage. In that spirit, I recently read this article by Alison Frankel for the American Lawyer. It describes as follows the circumstances leading to a lawsuit on appeal before the Seventh Circuit Court … [Read more...]

Revisiting the Outsourcing of Law-Firm Contract Drafting

Last week the New York Times ran two stories on legal outsourcing. The first (click here), by Heather Timmons, describes the growth of legal outsourcing in India. The second (click here) is a "City Room" blog item by John Eligon; in it, two BigLaw partners offer differing takes on outsourcing. I've written on this topic previously, but the following passage in the second article prompted me to … [Read more...]

You Have to Read the Contract

I happened upon this blog post by Susan Wilson of Alston+Bird regarding a recent Delaware Chancery Court opinion, Cambridge North Point LLC v. Boston and Maine Corporation. B&M argued that the court should hold the contract at issue unenforceable because B&M had signed the contact “without noticing” a new provision added to a draft by Cambridge. But B&M had proposed revisions to the … [Read more...]

A Redundancy Found in “Efforts” Provisions

It's commonplace for a contract to require a party to use efforts (reasonable efforts or some suboptimal variant) to accomplish something to the extent possible (using those words or words to that effect). The notion of to the extent possible is redundant, as it's implicit in an efforts provision that the party under the obligation may be unable to perform it, even after making the necessary … [Read more...]

On Typos in Contract Drafting

The ever-vigilant Steven Sholk told me about this post on Footnoted. It describes how in an exhibit to an employment agreement filed on the U.S. Securities and Exchange Commission's EDGAR system, the company undertook that in addition to paying the executive's moving expenses, "in consideration of other relocation expenses that Executive and his family will incur, $87,500,000 will be paid upon the … [Read more...]

What’s Your Experience with “Most Favored Nation” Provisions?

Some months ago a reader asked the following: At some point down the road, can you do a blog posting on Most Favored Nation clauses?  My feeling is that within the last 2-3 decades, some professor in some business school somewhere wrote an article on how important these clauses are. Current CEOs, CFOs, and procurement leaders must have read that article, or must have friends who read that … [Read more...]