My Trip to the ACC Annual Meeting, in Might-Have-Been Tweets

A feature of my wary relationship with Twitter:  When I’m on the road and should, in theory, be regaling the world with salvos of bracing tweets, it’s the last thing I’m inclined to do. I’d rather experience things a fully as I can rather than devote part of my attention to providing running commentary. (For the same reason, I’ve never much been one for taking snapshots.) But in the enforced … [Read more...]

Revised Copyright Notice

My thanks to those who commented on my draft of the copyright notice for my book The Structure of M&A Contracts. Here's my revised version: © 2010 Kenneth A. Adams You may copy and distribute without charge this publication’s table of contents, on condition that you include the above copyright notice in any copies. You may not otherwise copy or distribute any part of this publication … [Read more...]

Panel Discussion at ACC Annual Meeting (And Book Giveaway!)

The annual meeting of the Association of Corporate Counsel will soon be upon us, and I'm gearing up for my part in the panel discussion "Contract Drafting to Avoid Disputes and Inefficiency." It's on Tuesday, October 26, at 2:30 p.m. Because it has proved popular, ACC members will also be able to hear it by live webcast. I'll be arriving in San Antonio on Monday afternoon. Aside from my panel … [Read more...]

Australia: A Haven for Contract Drafters?

Earlier this week I saw the following notice on the website of The Australian (emphasis added): GLOBAL firm Jones Day has poached Tony Wassaf from Allens Arthur Robinson and appointed him partner in the firm's Sydney office. The energy and resources specialist has more than 25 years experience in the sector and said he was keen to work for a firm that gave clients the best international … [Read more...]

What Do You Think of My Draft Copyright Notice?

My book The Structure of M&A Contracts will be published in two or three weeks. I'm currently torturing West with comments on the page proofs. The final bit of text that I have to prepare is the copyright notice. Here's what it would look like if I were to base it on West's standard copyright notice: Copyright © 2010 Kenneth A. Adams, All rights reserved. Copyright law prohibits the … [Read more...]

Does Anyone Still Review Law Books?

I have yet to write a review of a book on contract drafting, and I don't expect I ever will. Any such review would inevitably be less than a full-throated endorsement. If the author is a friend, they would be disappointed; if the author isn't a friend, they would likely be more than disappointed; and readers of the review might suspect that I was interested in denigrating the competition. But … [Read more...]

Locking a Draft Contract

Longtime reader Jim Brashear, now general counsel of Zix Corporation, shared with me a series of exchanges he engaged in regarding locking, and unlocking, Word draft of contracts; I've copied them below. This isn't an issue I have any experience with, as I no longer do deals, but the idea of locking Word documents strikes me as beyond pointless: It can be easily circumvented. It's vaguely … [Read more...]

Why I Don’t Use “Immediately” or “Automatically” to Reinforce “If … Then” Causality

Recently in my contract-drafting course at Penn Law I drilled my students in the categories of contract language. (I suggest that understanding categories of contract language is essential to controlled drafting. The topic is analyzed exhaustively in MSCD chapter 2, and you can get a sense of it by looking at posts on this blog in the "Categories of Contract Language" category.) Here's the … [Read more...]

Relying Unduly on “Arising Out Of” in Arbitration Provisions

That one-man legal-news phenom Steven Sholk pointed me to this story on (Subscription required, or free trial.) It describes how in a petition filed on September 25, American Home Assurance Co. asked the U.S. Supreme Court to define the scope of the phrase arising out of in arbitration clauses. This represents another installment in American Home's long-running contract dispute with … [Read more...]


Contract language differs from narrative, expository, and persuasive prose. When the writer needs to tell a story, explain, or convince, one block of text picks up where the previous one left off. The reader is taken on a trip—jumping on board with the first sentence, hopping off at the end. By contrast, a contract is made up of a set of rules. Together they make for a transaction, but no … [Read more...]

To Avoid Fights About Lexical Ambiguity, Be Imaginative

Lexical ambiguity arises when the context is insufficient to allow readers to determine the sense of a word that has more than one meaning. You'd think that to avoid lexical ambiguity, all that a drafter has to do is ensure that reasonable readers couldn't find alternative meanings in a given word. But for two reasons, that's not enough. For one thing, anyone drafting a given contract should be … [Read more...]


In a contract he drafted for an assignment, one of my Penn Law students used the word aggressively. I immediately turned to EDGAR, where I found 106 "material contracts" filed in the past year that contain aggressive or aggressively. Here's an example (emphasis added): Distributor shall aggressively distribute and encourage the utilization of merchandising aids and promotional materials … [Read more...]