Monthly Archives: April 2013

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 …

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Posted in MSCD | 3 Comments

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 …

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Posted in Selected Provisions | 18 Comments

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 …

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Posted in Process | Leave a comment

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 …

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Posted in Odds and Ends | 10 Comments

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 …

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Posted in Seminars | Leave a comment

Encouraging Outside Counsel to Improve Their Contract Drafting

You’re an in-house lawyer who consults A Manual of Style for Contract Drafting. In fact, it’s widely used in your department—your company does its best to …

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Posted in Process | 4 Comments

“Ready, Willing, and Able”

The earnest cliché ready, willing, and able occurred in 102 contracts filed on the SEC’s EDGAR system in the past year. That’s not a whole lot, …

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Posted in Selected Usages | 2 Comments

A Justice of the Minnesota Supreme Court Might Want to Consider the Rhetorical Function of “Best”

Last month the Minnesota Supreme Court issued its opinion in In re Petition of S.G., 828 N.W.2d 118 (Minn. 2013) (PDF copy here). This opinion …

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Posted in Selected Usages | Leave a comment

Advice to a Non-Native English Speaker (Including Links to My Analysis of Different Boilerplate Provisions)

Here’s the text of an email I just sent someone who attended one of my recent European seminars: I’m pleased that you found the seminar …

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Posted in Teaching | Leave a comment

Save the Date: New 2013 Canada “Drafting Clearer Contracts” Seminars

I’ve scheduled two new Canada “Drafting Clearer Contracts” public seminars for Osgoode Professional Development: Calgary, October 24, 2013 Toronto, November 6, 2013 I’ll put additional …

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Posted in Seminars | Leave a comment

Severability and Tabulation

At one of my recent European seminars I told the participants that I’m not in favor of the approach to document design that says that …

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Posted in Layout, Selected Provisions | 2 Comments

Fundraiser for Phillips Academy Andover: Auction of One Lot of Ten Copies of “A Manual of Style for Contract Drafting”

[Updated May 2, 2013: Well, my readership has proved immune to the attractions of half off ten copies of MSCD. Tough crowd! Anyway, thank you …

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Posted in MSCD | 2 Comments

My New Offering: A One-Hour Presentation

I’ve updated this site’s page on my in-house seminars to note that I’m now offering a one-hour presentation entitled “The Bad (and Good) News About Contract …

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Posted in Seminars | Leave a comment

Footnotes in Contracts?

A few days ago a reader asked me about a recommendation he saw online to the effect that it might be a good idea to …

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Posted in Layout | 17 Comments

Reputation Matters

In modern discourse, it’s increasingly important not just to be right, but to be seen to be right. There’s no shortage of people offering, online, …

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Posted in Odds and Ends | Leave a comment

Lame Word of the Day: “Utmost”

Utmost? WTF! Here are some examples of use of utmost in contracts on EDGAR: … provided that the party so affected shall use its best …

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Posted in Selected Usages | 8 Comments

“Because”

I noted with interest Neal Goldfarb’s recent post on LAWnLinguistics about an amicus brief that he filed with the U.S. Supreme Court. His brief concerns …

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Posted in Selected Usages | 1 Comment

Notes from the Road: Hamburg

I’ve just left Hamburg after a three-day visit. Some thoughts: I held public seminars on Monday and Tuesday at the offices of ECE Projektmanagement, the …

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Posted in Notes from the Road | 4 Comments

Issue Spotting an Aspect of Jane Doe’s Employment Agreement

You’ve been asked by Acme to draft an employment  agreement for Jane Doe, Acme’s new head of sales. As part of his muttered instructions to …

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Posted in Issue Spotting | 1 Comment

“Confirms”

You see confirms used to introduce statements of fact in a contract. Here are two examples from EDGAR: Each Loan Party (i) confirms that prior …

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Posted in Categories of Contract Language | 1 Comment

Exemplify, A Research Tool for Determining What Is Market

I was recently reminded of Exemplify, “a new breed of research tool for determining market standard language and terms in transactional law practice.” The best …

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Posted in Technology | Leave a comment

When You Write a Reference Work, You Don’t Want to Screw Up

I recently saw the following in a book: The words “exclusion” and “disclaimer” are sometimes used interchangeably in warranty provisions, but an important legal distinction …

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Posted in Odds and Ends | Leave a comment

Revisiting “To the Extent That”

MSCD 17.16 deals with the phrase to the extent that. It makes the simple point that although to the extent that is appropriate when the …

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Posted in Selected Usages | 6 Comments

Should You Pander to Confused Judges?

In yesterday’s post I wrote about how the Appellate Court of Illinois saw value in useless contract language, namely the traditional recital of consideration and “successors …

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Posted in Odds and Ends | 6 Comments

The Illinois Appellate Court’s Problematic Take on the Traditional Recital of Consideration and “Successors and Assigns” Provisions

The fog generated by traditional contract language is thick enough that I find myself periodically revisiting issues that I’ve tackled previously. In that vein, I’d …

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Posted in Front of the Contract, Selected Provisions | 4 Comments

Courts Are Citing MSCD

Last week I mentioned in this post that the Delaware Supreme Court had cited A Manual of Style for Contract Drafting. Well, yesterday I noticed …

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Posted in MSCD | 2 Comments