A saving grace of what I do is that I'm not trying to win a popularity contest—if you, and you, and you find value in my writings, that's enough for me. But I can't help but notice two kinds of people untouched by A Manual of Style for Contract Drafting. First, there are know-it-alls. I might encounter a know-it-all on Twitter. I tweet some notion or other. The know-it-all takes issue with … [Read more...]
Archives for November 2017
The Glory Days of This Blog Are Over (But I’m Not Going Anywhere)
It's once again time for the ABA Journal's annual list of the best law blogs. I noticed that Ron Friedmann's blog Strategic Legal Technology has made the hall of fame. Congratulations, Ron. I too reside in the hall of fame, sitting on a cloud bank, wearing a white toga, with a laurel wreath around my head. But return of the ABA Journal's list has prompted me to ponder that, yes, the glory days … [Read more...]
Registration Now Open for 2018 U.S. “Drafting Clearer Contracts” Seminars
You can now register for my 2018 public "Drafting Clearer Contracts" seminars in the U.S. Here are the relevant links: 22 February, Dallas 22 March, New York 17 May, Chicago 14 June, Seattle 13 September, Boston 29 November, San Francisco Each participant will receive at no extra charge a copy of the fourth edition of A Manual of Style for Contract Drafting. I hope to see … [Read more...]
The Problem with Bryan Garner’s Enumeration Scheme
This article in the ABA Journal contains Bryan Garner's version of part of a particularly impenetrable consulting agreement. His focus is layout, and in his redraft he in effect offers an enumeration scheme for contracts. (The image above is the first part of it.) But it treats the constituent elements inconsistently. Consider first the subsections, using the (A) hierarchy. Subsection 3.3(A) … [Read more...]
Using Language of Discretion Versus Using Language of Obligation to Express a Condition
Welcome back to the categories of contract language! Consider the following alternatives: Language of Discretion The Customer may purchase Widgets only by using Acme's purchase-ordering system to submit a purchase order to Acme. Language of Obligation Used to Express a Condition To purchase Widgets, the Customer must submit purchase orders to Acme through Acme's purchase-ordering … [Read more...]
Why Does Redrafting Traditional Contract Language Result in So Much Change?
In this post I say why it's important to be systematic about applying effective contract-drafting usages systematically. But in my consulting work, that's only a small part of the story. If, as is usually the case, I'm charged with producing a new version of a template that uses traditional contract language, my work consists of way more than fine-tuning the wording. Even if you assume that the … [Read more...]
Getting Away With Mediocre Templates
You’re in charge of contract templates at a big company. When it comes to creating and maintaining a company’s contract templates, often one has to make do. But that doesn’t apply to your company. You’re too big for that excuse to work. Besides, your company is fond of proclaiming how it strives for “excellence.” But in terms of what they say and how they say it, your contracts range from … [Read more...]
Want to Join the Working Group for My New Book?
This is from the introduction to the fourth edition of A Manual of Style for Contract Drafting: This manual might seem like a style guide, but it’s too lengthy and too detailed to be used by all contracts personnel in your organization. Instead, this manual would likely be appropriate for those who work extensively with contract language. But it’s suitable as a foundation for a style guide. … [Read more...]
Using “A Manual of Style for Contract Drafting” Systematically
I once asked someone what she and her colleagues had taken away from an in-house seminar I had given at her company. Her answer? “A few techniques to bear in mind when drafting.” I don’t think that approach offers the best path to clear, concise, and consistent contracts. Traditional contract drafting involves some combination of improvising, relying on conventional wisdom, and … [Read more...]
Recording Now Available of the “Modern Contract Drafting” Panel Discussion at UCL Faculty of Laws
I was in London last week. I rounded out a busy couple of days with a panel discussion hosted by UCL Faculty of Laws. It was entitled "Modern Contract Drafting: Improving Content, Upgrading Your Process, and Overcoming Inertia," and it was held in the grand Gustave Tuck Lecture Theatre. For the recording, go here. You can find more information about the event here, but the gist is that I … [Read more...]
Jason Steed Reviews MSCD4
Jason Steed is a Twitter personality who moonlights as an appellate lawyer. (Kidding!) Go here for his positive review of the fourth edition of A Manual of Style for Contract Drafting. Jason's review prompted a few thoughts. For the heck of it, here they are: Regarding what's different about the fourth edition, the simplest metric is that it has a little under 100 pages of new material. … [Read more...]
When Entry into One Contract Is Consideration for Entry into Another Contract
Thanks to that one-man research department, Steven Sholk, I learned of this article on Law360, entitled 3 Contract Drafting Myths Debunked. It's about TA Operating LLC v. Comdata Inc., C.A. No. 12954-CB (Del. Ch. 11 Sept. 2017) (PDF here). It serves as a reminder that if you regard two contracts as a package deal, with performance under one being conditioned on performance under the other, you … [Read more...]