My lightning visit to Australia of course makes me an expert on Australian contract drafting. So here are some general impressions: “Plain Language” A significant portion of the Australian legal profession has shifted to what they call “plain language” drafting. I was told, for example, that a while ago Mallesons—now King & Wood Mallesons—invested heavily in training personnel and overhauling … Read More
The following is from reader Dan Devaney in Honolulu: I was not able to find any discussion on your new or old site discussing partners. The usual formulation seems to be “A is a general partner of ABC.” My favored formulation is “A is a general partner in ABC.” I’ve seen at your sites some references to the latter and … Read More
Consider the following: Company shall require each of its subcontractors to provide insurance coverage … . Do you think a reasonable reader, or a judge, would conclude that shall require means the same thing as shall cause? [Updated February 29, 2012: Since one example does not a sample make, here are some other instances of shall require that I found … Read More
Today I read Bill Carleton’s post “Outing Startup Legal Documents.” In this May 2011 post (and in the comments to that post) I explained why I was less upbeat than Bill about the prospect of developing standard documents by having one or more unspecified persons boil down law-firm templates. Given Bill’s latest post, I thought I might as well wade … Read More
Contract layout is a function of how you position blocks of text on the page and how you enumerate them. In MSCD I recommend that you use for your contract layout what I call, unimaginatively enough, the MSCD enumeration scheme. It comes in “articles” and “sections” versions, the only difference between the two being whether your contract groups sections into … Read More
I spotted on Twitter @APribetic, @carolynelefant, @btannebaum and others talking about a video posted by one Rachel Rogers (and available here) that encourages entrepreneurs who aren’t in a position to hire a lawyer to do their own contracts rather than use online templates. I can’t work up much outrage over the video. Rachel’s advice was aimed at entrepreneurs engaged in … Read More
We’ve overhauled the page where you can subscribe for free, for one year, to Koncision’s confidentiality-agreement template. It’s at www.contractexpress.com/KoncisionNDA. While you’re there, check out my new 80-second video on what makes the template the most compelling way, by far, to create a confidentiality agreement.
I recently received from a reader the following email bringing to my attention shall refrain: Have you ever seen or written about a negative covenant written as “shall refrain from” instead of “shall not”? I see it today in an NDA from another party. It gives me some heartburn that the other party is obligated just to “refrain from” disclosing … Read More
Something that slipped through the cracks during my trip is Tim Cummins’s interview with me on his Commitment Matters blog; go here. Nothing I say in the interview will come as news to regular readers of this blog. But if anything is worth saying once, it’s worth saying 279 times …
I’ve thought it clear enough why companies don’t clean up their template contracts: Those who make the decisions are unaware of the problem. Or they’re aware of the problem but are unwilling to do anything about it, because for them the near-term cost of addressing the problem—in terms of expenditure of resources, loss of clout, or injury to their reputation … Read More
