Language of Concurrence?

There’s this: On signing this agreement, the Sponsor is paying Acme $500,000 by check toward the cost of developing the Program. I do believe that what …

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Posted in Categories of Contract Language | 11 Comments

“Inure”

Do I really have to say it? OK, here goes: inure (meaning “to take effect; to come into use”) is lame. You might know inure from “successors …

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Posted in Selected Usages | 5 Comments

Making Liquidated Damages Optional?

Because he happened to cite one of my posts on the subject, I came across this post on liquidated damages by Virginia litigator Lee Berlik. It …

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Posted in Selected Usages | Leave a comment

An Update on Retrieving Contracts from the SEC’s EDGAR System

For data nerds, recent years have seen relentless progress. More! Better! Cheaper! But that’s not the case for one subgroup—contract nerds. Many moons ago (2006), I wrote …

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Posted in Odds and Ends | 4 Comments

A Possible Exception to the Rule that You Put Autonomous Definitions in Alphabetical Order

Warning: The following is for serious defined-term geeks only. MSCD 6.18 says, “Put any set of autonomous definitions in alphabetical order.” I’d like now to …

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Posted in Defined Terms | 1 Comment

Getting Right the Temporal Aspect of Adjective Clauses

Consider the following, which relates to the consequences of Acme’s cancelling a purchase of equipment: Acme shall reimburse the Vendor for reasonable expenses that the …

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Posted in Drafting as Writing | 4 Comments

The Drafter’s Fear of the Missing Provision: Malaysia Airlines’ Insurance Coverage

Although the way I’ve chosen to earn my living has its challenges (like any other), there’s one aspect of law-firm life that I don’t miss: …

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Posted in Bad Drafting, Contract-Automation Clearinghouse, Document Assembly | 1 Comment

When People Fight Over Clear Language

Reader Vance Koven prodded me to look at this post by Marianna Brown Bettman on her blog Legally Speaking Ohio (via this post on ContractsProf …

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Posted in Odds and Ends | 5 Comments

Now Available for Free: My Webcast on Drafting and Reviewing Confidentiality Agreements

It’s West LegalEdcenter’s sensible policy to pull webcasts after a couple of years. It follows that they’re no longer offering the “Drafting and Reviewing Confidentiality Agreements” webcast that …

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Posted in Webcasts | 4 Comments

“Wherefore”

So, how long have I been doing this? About fourteen years? Well then, how come it has taken me this long to write about wherefore? Excuse …

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Posted in Back of the Contract, Front of the Contract | 4 Comments

Contract Automation: Charting a Course Between Fabulists and Traditionalists

A couple of weeks ago I saw this article in City Journal, a U.S. quarterly, by John O. McGinnis, a professor in constitutional law at …

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Posted in Contract-Automation Clearinghouse, Document Assembly | Leave a comment

An Instance of Undue Generality in the NFL’s Collective Bargaining Agreement

I was vaguely aware of news accounts of the contract travails of Jimmy Graham, a player for the American football team the New Orleans Saints. …

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Posted in Ambiguity, Bad Drafting | Leave a comment

English Contract Drafters Should Consider Using “Efforts” Instead of “Endeavours”

Generally, English contracts refer to endeavours rather than efforts. I’ve long waged a guerilla campaign against the conventional wisdom that different endeavours standards convey different …

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Posted in Selected Provisions | 5 Comments

Malpractice Claim Against Cadwalader: Defining What You Mean, Not What You Don’t Mean

A New York appellate court recently unanimously affirmed a judgment of $17.2 million against the law firm Cadwalader, Wickersham & Taft in a legal malpractice action …

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Posted in Defined Terms | 3 Comments

You Can Now Register for my London, Seoul, Tokyo, and Singapore Seminars

Go here to register for my 3 November “Drafting Clearer Contracts” seminar in London, hosted by University College London. Go here to register for my …

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Posted in Seminars | Leave a comment

“Resiliate” (A Québec Usage)

Michael Fleming, ur-commenter on this blog, sent me the following extract from a Canadian lease, asking me what I thought of “resiliate”: Should the Tenant …

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Posted in Selected Usages | Leave a comment

Revisiting “Provided That”

The last time I had anything to say about provided that on this blog was in this 2008 post. Well, today I was woken from …

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Posted in Selected Usages | 4 Comments

The Challenges of Document Assembly and How to Overcome Them

Here are some thoughts I put together for the recent IACCM “ask the expert” call that I did with Tim Allen, Business Integrity’s vice president–North …

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Posted in Uncategorized | Leave a comment

Off-Topic: My Version of an Email Confidentiality Notice

(This is the first post in a new category, “Off-Topic.” Any post in that category will have nothing to do with contract drafting. Don’t worry, …

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Posted in Off-Topic | 9 Comments

An Organization to Promote the Teaching of Contract Drafting?

During my visit to the biennial conference of the Legal Writing Institute, I saw that although their focus remains litigation writing, an increasing number of …

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Posted in Teaching | Leave a comment

My Remarks on Receiving the Golden Pen Award

Yesterday I attended the biennial conference of the Legal Writing Institute, where I received the 2014 Golden Pen Award. My thanks to LWI members in …

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Posted in News | 2 Comments

When Entire-Agreement Provisions and Click-Wraps (or Browse-Wraps) Collide

Occasionally I offer up an inquiry from a reader and step aside. This is one of those occasions. Blake Reagan is a lawyer who works as …

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Posted in Selected Provisions | 4 Comments

Ambiguity Caused by Negation Followed by Causation in Conditional Clauses

Consider the following: If I don’t go to the movies because of your nagging … It conveys two possible meanings: If your nagging causes me …

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Posted in Ambiguity | 4 Comments

“Person”

The inimitable A. Wright Burke, M. Phil., added to this recent post on the word anyone the following comment (here): People are entities! There are natural entities …

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Posted in Defined Terms, Selected Usages | 16 Comments

What Does It Mean to Enter into a Contract “With” Someone?

I was pleased that Mack Sperling, who maintains the blog North Carolina Business Litigation Report, told me about this post on his blog. It discusses …

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Posted in Selected Usages | 1 Comment

Examining the Contracting Process: Q&A with George Dunn of Cre8 Independent Consultants

This post is on Contract-Automation Clearinghouse. Go here. Contract-Automation Clearinghouse is where I now put my posts on contract automation and related topics.

Posted in Contract-Automation Clearinghouse | Leave a comment

My New Article on Termination-on-Bankruptcy Provisions

It used to be that I’d wait impatiently for some article that I’d written to be published. “Perhaps this time,” I’d think, “they’ll sit up …

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Posted in My Articles | 2 Comments

Check Out the Enhanced and More Accessible Confidentiality-Agreement Template!

This post is on Contract-Automation Clearinghouse. Go here. Contract-Automation Clearinghouse is where I now put my posts on contract automation and related topics.

Posted in Contract-Automation Clearinghouse | Leave a comment

Koncision Is Dead! Long Live Enterprise-Based Contract Automation!

This post is on Contract-Automation Clearinghouse. Go here. Contract-Automation Clearinghouse is where I now put my posts on contract automation and related topics.

Posted in Contract-Automation Clearinghouse, Koncision Contract Automation | Leave a comment

I’m Now ContractExpress’s Chief Content Advisor

This post is on Contract-Automation Clearinghouse. Go here. Contract-Automation Clearinghouse is where I now put my posts on contract automation and related topics.

Posted in Contract-Automation Clearinghouse | Leave a comment

I’m Now Blogging at “Contract-Automation Clearinghouse” Too

Starting today, I’ll put my blog posts about contract automation and related stuff on a new blog called Contract-Automation Clearinghouse. It’s hosted by Business Integrity, developer of …

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Posted in Blog | Leave a comment

Save the Date: November “Drafting Clearer Contracts” Seminars in London, Abu Dhabi, Seoul, Tokyo, and Singapore

In addition to my remaining 2014 “Drafting Clearer Contracts” seminars in the U.S. and Canada (here), I have an action-packed November lined up. I’ll be doing …

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Posted in Seminars | 1 Comment

“Of the Essence” (Without “Time Is”)

Long ago I examined the phrase time is of the essence and found it wanting. MSCD has the definitive account, but there’s also this 2009 blog post. …

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Posted in Selected Usages | 5 Comments

My June 26 IACCM Webinar on Document Assembly

On June 26, starting at 11:00 a.m. EDT, I’ll be doing an “Ask the Expert” webinar for IACCM (International Association for Contract & Commercial Management) …

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Posted in Webcasts | Leave a comment

“Anyone” (File Under “Corporations Are People!”)

Anyone, anyone? The online periodical Business Law Today will soon unleash on an unsuspecting world an article I co-authored. It includes the following snippet of contract …

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Posted in Selected Usages | 9 Comments

“The Music Man” and The Traditional Approach to Training in Contract Drafting

In the Broadway musical “The Music Man,” “Professor” Harold Hill poses as a boys’ band organizer and leader. He sells band instruments and uniforms to naive …

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Posted in Teaching | 4 Comments

Don’t Use Initial Capitals When Referring to Parts of a Statute

Those who consult MSCD will be familiar with the notion that it’s unnecessary and distracting to use initial capitals (“nitcaps,” to those in the know) …

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Posted in Drafting as Writing | 16 Comments

Connecticut Case Features “The Expectation of Relevance”

Thanks to Dan Schwartz (aka @danielschwartz), I learned of this Connecticut case. It involves an employment agreement between a town and one if its employees. …

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Posted in Categories of Contract Language | 5 Comments

A “Notwithstanding” Sideshow

MSCD explains as follows how using the word notwithstanding in a contract can create problems: For one thing, notwithstanding operates remotely on the provisions it …

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Posted in Selected Usages | 4 Comments

“A Manual of Style for Contract Drafting” Is the New Orthodoxy

This week I’ve had the distinct privilege of doing two back-to-back day-long “Drafting Clearer Contracts” seminars at De Brauw Blackstone Westbroek, the prominent Netherlands law …

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Posted in Seminars | 1 Comment

Do We Really Need the Defined Term “Contract”?

Last week I noticed this tweet by @BlakeReagan2: This is a first: contract has "Contract" as a defined term. References a section 1/4 into contract …

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Posted in Defined Terms | 6 Comments

Is Anyone Familiar with This Cross-Referencing Convention?

At yesterday’s “Drafting Clearer Contracts” seminar in Aarhus, Denmark, for MHI Vestas Offshore Wind, one of the participants asked me whether I was familiar with the …

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Posted in Drafting as Writing | 10 Comments

Notes from the Road: Aarhus, Denmark

I’m now cooling my heels in Copenhagen. I just came from Aarhus, Denmark. Let me tell you about that part of my trip. Tuesday, May …

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Posted in Notes from the Road | Leave a comment

“Shall Indemnify and Keep Indemnified”

There’s no end to the weirdness that drafters dream up. Evidently, it’s not enough that we have a choice between hereby indemnifies and shall indemnify …

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Posted in Indemnification | 1 Comment

“Efforts” Standards More Onerous Than “Best Efforts”?

The answer to the question in the title is obviously, “What the … !” But asking that question provides me with another stick with which to …

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Posted in Selected Usages | 3 Comments

The Bad Things That Can Happen When You’re Sneaky

Yesterday’s “Drafting Clearer Contracts” seminar for the Utah State Bar included something new and different—an hour on professionalism and ethics. Legal ethics can be a narrow …

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Posted in Process | 3 Comments

A Cheat-Sheet for Categories of Contract Language?

Today I did a “Drafting Clearer Contracts” seminar for the Utah State Bar. As with last year’s seminar in Boise for the Idaho State Bar (see …

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Posted in Categories of Contract Language | 13 Comments

I’ve Just Invented a New Term: “Negotiation Theater”

I just used in this post a phrase I coined half an hour ago: “negotiation theater.” It refers to the time that lawyers waste negotiating lawyers-only …

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Posted in Process | 5 Comments

How to Turn “Reasonable Efforts” into What You Thought “Best Efforts” Was

OK, so we’re all agreed that best efforts promises more than it can deliver—to avoid confusion and avoid wasting time in negotiation theater, use just …

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Posted in Selected Usages | 4 Comments

Caesars Might Have $450 Million Riding on an “And”

Ah, what would life be without disputes over and and or! Here’s a fresh one (thanks to cousin Joshua Stein for alerting me) that arose in …

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Posted in Ambiguity | 7 Comments