The Contracts Guy Reviews the Third Edition of MSCD

Brian Rogers, also known as @theContractsGuy, has reviewed the third edition of A Manual of Style for Contract Drafting. Go here to read it. I'm delighted that Brian thought it worthwhile to go through the old-fashioned work involved in writing a book review. No reviewer want to write a puff piece, and Brian is no exception. Although his review is certainly positive, he echoes Mark Anderson's … [Read more...]

Examining a Recommended Governing-Law Provision

An article in Corporate Counsel by a BigLaw partner and associate (copy here) considers governing-law provisions. It suggests that using the following provision would increase the odds of a court's holding that the provision applies to claims other than claims under the contract: This contract shall be governed and construed in accordance with the laws of [selected State], excluding that State’s … [Read more...]

How to Fix Your Templates: A Heart-to-Heart Conversation

Oh, hi! It's you! Do come in. Please take a seat. Would you like some tea? Water? No? OK. Thank you for coming. I'd like to have a chat. It's about your template contracts. It's hard to say this gently: they're not good. Your company is a substantial one. You do business all over the world. Your numbers have lots of zeroes after them. But your templates are painfully amateurish. They … [Read more...]

Redraft This Sentence, MSCD Style

This morning I encountered the following sentence on EDGAR: Therefore, the obligations of the Sellers under this Agreement, including, without limitation, the Sellers' obligation to sell the Shares to the Purchaser, shall be enforceable by a decree of specific performance issued by any court of competent jurisdiction, and appropriate injunctive relief may be applied for and granted in connection … [Read more...]

You Can’t Focus on Just “Important” Stuff

Seminar customers will sometimes ask me, in effect, to focus on the important stuff. I respond that it wouldn't make sense to have me do that. Take, for example, my "categories of contract language" analysis. Sure, some of the distinctions are more important than others. A prime example is the distinction between obligations and conditions. But that distinction would be harder to make sense of … [Read more...]