In contracts, the word indefinitely is used to convey two different meanings. I'm not keen on that, seeing as the Prime Directive of contract drafting is not to use one word or phrase to convey two or more meanings and not to use two or more different words or phrases to convey a single meaning. One meaning conveyed by indefinitely is "without limit," with the implication being that although a … [Read more...]

“Personal Delivery”?

Periodically I inflict on you my musings regarding notices-provisions terminology. (See this August 2009 AdamsDrafting blog post on why I've opted for "national transportation company," and see this March 2009 AdamsDrafting blog post on why I refer to "fax.") Well, it's now time for me to address another such cataclysmic issue. I've never been crazy about the phrase "personal delivery." It's a … [Read more...]

Drudgery and the Corporatisation of Law

In this post at Adam Smith, Esq., Bruce MacEwen—I assume it's Bruce—riffs on a couple of articles in the U.K. periodical Law Week, this one asking "Does the global law model help or hinder the top-level adviser?" and this one asking "Do big personalities exist at law firms?" These articles, and Bruce's piece, consider the notion that law firms are limiting their recruitment criteria to narrower … [Read more...]

2011 Dates for U.S. “Drafting Clearer Contracts” Seminars

West and I have set the 2011 dates for my "Drafting Clearer Contracts" seminars: March 10: Philadephia, PA April 6: Tampa, FL (new location) May 4: Chicago, IL June 9: Morristown, NJ (new location) September 15: Boston, MA October 12: Minneapolis, MN October 25: Washington, D.C. November 2: New York, NY December [6, 7, or 8: TBD]: Santa Clara, CA This seminar consists of a … [Read more...]

New 2011 Canada Dates for “Drafting Clearer Contracts” Seminars

I'll be doing my "Drafting Clearer Contracts" seminar for Osgoode Professional Development in Ottawa on Monday, March 7, 2011 and in Toronto on Wednesday, May 11, 2011. Go here for more information. This will be my second time in Ottawa. As for Toronto, for a while now I've been doing two sold-out seminars a year, with around eighty people in attendance. I'm still hoping to get to Montreal one … [Read more...]

When Does Information Become Public?

A standard element of confidentiality agreements is exclusions from the definition of "Confidential Information." They're sufficiently inevitable that longtime reader Michael Fleming refers to them as "The Four Romanettes®." I've been mulling over one of them, the exclusion for information that becomes public. Actually, that's just one way of phrasing it. Here's a range of … [Read more...]

Shameless Self-Promotion? Moi?

In an evaluation submitted after one of my recent speaking engagements, someone complained about how I "shamelessly" plugged my book. And in an evaluation submitted after a recent seminar, someone said, with respect to my one-minute explanation of Koncision, "Could do without the sales pitch for his company!" Given that those probably won't be the last complaints I hear about self-promotion, … [Read more...]

Revisiting RPost

This April 2009 AdamsDrafting blog post is about giving notice by email. From comments to that post I learned about RPost's Registered Email service, and I quickly added to that post an update about RPost. I've decided that RPost's service adds sufficient value that I want to include it as an option in Koncision products. More specifically, when Koncision customers complete that part of a … [Read more...]

Switching from the AdamsDrafting RSS Feed to The Koncise Drafter RSS Feed

I've switched my blogging home from this blog to The Koncise Drafter. So if you subscribe to the RSS feed for this blog, you might want to unsubscribe and go here to subscribe to the RSS feed for The Koncise Drafter. Same pointy-headed contract stuff, different URL! … [Read more...]

Conventions Regarding the Order of Parties in the Introductory Clause

I've noticed that in most one-way confidentiality agreements, the disclosing party is listed first in the introductory clause. That prompted me to speculate whether in other kinds of contracts there's a generally accepted order in which the parties are listed in the introductory clause. On the other hand, there's the urge to put your client, or your company, first. That could account for a … [Read more...]

What to Call the Two Kinds of Confidentiality Agreement

I addressed in this September 2009 AdamsDrafting blog post the thrilling issue of which term is preferable, confidentiality agreement or nondisclosure agreement. (I explained that I prefer confidentiality agreement.) Of course, you have various other redundant possibilities: confidential disclosure agreement, secrecy agreement, confidentiality and nondisclosure agreement, proprietary information … [Read more...]

Delaware Chancery Court Addresses Confusion Caused by Indefinite Article

Via this post on the Delaware Corporate and Commercial Litigation Blog I learned of an opinion that the Delaware Court of Chancery issued last month. The case is Ion Geophysical Corp. v. Fletcher International, Ltd., C.A. No. 5050-VCP; go here for a copy of the decision. Section 6(b) of a stock purchase agreement between ION and Fletcher laid out a notice procedure that would allow Fletcher, … [Read more...]

Disclosing Someone Else's Confidential Information

Here's another confidentiality-agreement issue that I've been mulling over. I don't recall having seen it discussed in the literature. As I understand it, in a commercial context it's commonplace for the disclosing party under a confidentiality agreement to disclose to the recipient information that the disclosing party is itself required to keep confidential under the terms of a confidentiality … [Read more...]

More Lexical Ambiguity: Is a Motorized Wheelchair a Vehicle?

The ABA Journal contains this item about how Florida police are weighing possible charges against a St. Petersburg man whose motorized wheelchair collided with a scooter, killing the other driver. Apparently, the charges could range from jaywalking to reckless driving, depending on whether the wheelchair is considered a motor vehicle. What bearing does this have on contract drafting? It's not … [Read more...]

Exploring “Shall Cause”

I'm currently working on Koncision's first product, a line of confidentiality agreements. I'm being assisted by Koncision's confidentiality agreement editorial board (go here for their bios), but I expect to air issues on this blog routinely. And here's one to get the ball rolling: If Acme discloses confidential information to Widgetco and subsequently a rogue Widgetco employee discloses some … [Read more...]

Website-Design and Graphics Thank-Yous

I'd like to thank two people for their help with the new site: Selene Bowlby of iDesign Studios did the web design. She was imaginative, knowledgeable, thorough, punctual, responsive, and offered good value. I'd happily use her services again. Russell Christian helped with the graphics. I've worked with Russell previously, and I showcased his work in this March 2010 AdamsDrafting blog post. What … [Read more...]

“Airgas” and Contract Interpretation

Just before Thanksgiving, the Delaware Supreme Court issued its opinion in Airgas, Inc. v. Air Products and Chemicals, Inc. At issue was whether a bylaw proposed by Air Products at the annual meeting of Airgas stockholders on September 10, 2010 was valid. Chancellor Chandler of the Delaware Chancery Court upheld the bylaw, but the Delaware Supreme Court reversed. For a full account of this … [Read more...]

The AdamsDrafting Blog Is Dead, Long Live "The Koncise Drafter"!

Welcome to the website for Koncision Contract Automation. And in particular, welcome to my new blog, The Koncise Drafter. This blog replaces my blog on AdamsDrafting, where I've been blogging since 2006. Although the AdamsDrafting blog will, along with the rest of AdamsDrafting, remain up and will have value as an archive of over 700 posts, I won't be updating it. The AdamsDrafting blog acted as … [Read more...]

Ken Adams’s Previous Blog Named to the ABA Journal’s 2010 “Blawg 100”

This week the ABA Journal—the flagship magazine of the American Bar Association—announced that it has selected the AdamsDrafting blog as one of the 100 best law blogs. The timing is perfect, as Ken Adams has just announced on AdamsDrafting that he will no longer be updating that site or that blog. Instead, his new blog, The Koncise Drafter, will be on this site. Click here to read his inaugural … [Read more...]

Koncision Contract Automation Launches New Website

In August we announced, in this press release, development of Koncision Contract Automation. As a first step our development, we've launched this website. It's a work in progress: Some links (notably "Login" and "Join") won't function until we launch our first products. Other parts—including the FAQ—will be a work in progress. If you encounter any problems, please let us know. And if you'd … [Read more...]