Above is section 6.10 of A Manual of Style for Contract Drafting. Note the first sentence: Make sure all instances of a defined term use initial capitals. If one doesn’t, that can cause confusion—was it a mistake, or did the drafter intend that instance of the word or phrase to express a different meaning? I now propose an exception to … Read More
In this 2014 blog post and this 2023 blog post, I mull over which is the better choice, individual or human being. Here’s what I say in the 2014 post about individual and person: I find natural person too legalistic to use in contracts. Using human being instead isn’t a sober option. I use individual. Garner’s Dictionary of Legal Usage says that “individual is best confined to contexts in which … Read More
In this 2020 blog post, I say that no one takes me on in the marketplace of ideas. Nothing has changed in the years since. I’ll spare you any editorializing. Instead, I offer you … a contest! I invite you to critique my article Eliminating the Phrase Represents and Warrants from Contracts, 16 Tennessee Journal of Business Law 203 (2015). I’ll send … Read More
This Voltaire aphorism has been doing the rounds on social media: “Doubt is not a very agreeable state, but certainty is a ridiculous one.” In addition to applying to a zillion other circumstances of modern life, it applies to *drum roll* contract drafting! More specifically, it applies to an exchange from years ago that popped up randomly last week when … Read More
The phrase is defined herein is never a good sign. First, in the extract below, is defined herein to mean is a bloated version of means. Use means instead. Second, which is defined herein to mean, with or without parentheses, allows you to put a definition in a nonrestrictive clause. If the defined term you’re creating is worthwhile, it would … Read More
Should I have encountered agrees with earlier than today? Perhaps. But today was the day, so allow me to consign agrees with to oblivion. Where does agrees with occur? Let me count the ways. First, it occurs in the lead-in. No thanks—I’ll stick with The parties therefore agree as follows. Second, it occurs as a redundant dual verb structure in … Read More
This post is a companion piece to my post on intends to (here). It looks at unhelpful uses of intends that, looks at uses that seem legitimate, and then suggests how all this change the MSCD categories-of-contract-language framework. Compliance One use of intends that is to signal that an arrangement under a contract complies with law, notably tax law. Here’s … Read More
25+ years into this contract-language racket, I asked myself, What’s up with intends to? I intend to answer that question in this post. Let’s start with an example of intends to: PetVivo intends to utilize any proceeds from this offering promptly upon receipt from investors, regardless of the actual number of Units that are sold in this offering. A New … Read More
I’ve collected a handful of dual verb structures, all of which are bogus. Go here for those blog posts. Here, after a years-long gap, is another one: intend to X and shall X. Here’s an example: The Parties intend to report and, except to the extent otherwise required by Law, shall report, for federal income tax purposes, the Mergers as … Read More
See the accompanying screenshot? It features unhelpful use of enumerated clauses. MSCD recommends using enumerated clauses when you have introductory language followed by a series of parallel clauses and those parallel clauses are long enough, or there are enough of them, that the reader would appreciate having them enumerated, so it’s easier for the reader to distinguish where one clause … Read More
