Using “Intend” in Recitals

In MSCD and in this 2011 post I discuss using want in recitals instead of wish or desire. But how about intend? I hereby propose …

Continue Reading »

Posted in Front of the Contract | 5 Comments

Singapore Case on “All Reasonable Endeavours”

Thanks to this item on Lexology by Kimarie Cheang of Holman Fenwick Willan, I learned that earlier this year, in the case of KS Energy Services …

Continue Reading »

Posted in Selected Usages | 3 Comments

Thoughts on Style Versus Substance

There’s style, and there’s substance, no? Well, not quite. Some drafting decisions don’t affect meaning. That includes all decisions relating to the look of a document. …

Continue Reading »

Posted in Odds and Ends, Uncategorized | Leave a comment

Opportunities for Document Assembly in the Construction Industry

The construction industry was an early adopter of commoditized contract creation. In this 2006 post I mentioned the AIA Contract Documents, promulgated by the American …

Continue Reading »

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

On Reading a Contract

I suspect that I don’t read contracts like other folks. When I’m in let’s-analyze-contract-usages mode, I trawl through contracts looking at how drafters express a …

Continue Reading »

Posted in Process | 4 Comments

Active Drafting: A Short Manifesto

The act of creation is associated with the act of naming. That which is nameless doesn’t fully exist. I haven’t given a name to my approach to …

Continue Reading »

Posted in Odds and Ends | 3 Comments

Solicitors Journal Contains My New Article on “Endeavours” (PDF Copy Now Available)

[Updated October 14, 2014: Go here for a PDF copy. Incidentally, I haven’t yet received any feedback about this article, but I’m not surprised. I wouldn’t …

Continue Reading »

Posted in My Articles | 3 Comments

“Tested,” Meet “Market”

The biggest conceptual obstacle to clearer contract language is the notion of “tested” contract language—the idea that if a court offers its interpretation of confusing …

Continue Reading »

Posted in Bad Drafting | 2 Comments

Put the Best People to Work on Your Templates

I wrote here about Shake, the app that allows you to “Create, sign and send legally binding agreements in seconds.” But this post isn’t about …

Continue Reading »

Posted in Process | 1 Comment

From Litigator to Deal Lawyer: Q&A with Eric Hutchins of Oracle

In my seminars, I’ve encountered people who started out as litigators, then shifted to working with contracts. That caused me to wonder what that transition …

Continue Reading »

Posted in Q&A | Leave a comment

Glenn West’s New Article on Fraud Carve-Outs in Acquisition Agreements

Longtime readers of this blog will be familiar with Glenn West. His articles on extra-contractual liability (here), consequential damages (here), and “no recourse against others” …

Continue Reading »

Posted in News | 1 Comment

Reminder: My October 16 Webinar on Translating International Contracts

Just a reminder that on October 16 at 14:30 BST (9:30 EDT), I’ll be giving for eCPD Webinars a webinar entitled “The Perils of Translating …

Continue Reading »

Posted in Seminars | Leave a comment

My New Article in Korean

The Korean periodical the Legal Times has published the first half of my article English-Language Contracts: Reducing the Clutter and Confusion (go here). What’s novel about …

Continue Reading »

Posted in My Articles | Leave a comment

“Faithfully” (Including How to Express an Employee’s Key Obligation in an Employment Agreement)

A reader who identified himself as “a faithful reader from Northern Virginia” asked me about use of the word faithfully in contracts—yet another usage that …

Continue Reading »

Posted in Selected Usages | 18 Comments

What Distinguishes Bad Contract Drafting from Bad Writing

A couple of readers sent me links to articles relating to Steven Pinker and his new book, The Sense of Style: The Thinking Person’’s Guide to …

Continue Reading »

Posted in Bad Drafting | 7 Comments

“Continuously”

This week I had the pleasure of giving two in-house “Drafting Clearer Contracts” seminars in Doha, Qatar. As often happens, I came away with with …

Continue Reading »

Posted in Selected Usages | 4 Comments

A Condition Might Not Be the Only Condition

Consider the following, the first expressed positively, the second expressed negatively: We’ll let you into the party only if you’re wearing a red carnation and …

Continue Reading »

Posted in Categories of Contract Language | Leave a comment

Whether to Express Positively or Negatively Language of Policy Subject to a Condition

Last month I considered in this post the relative merits of shall not … unless and may … only if, the former negative, the latter positive. I …

Continue Reading »

Posted in Categories of Contract Language | 22 Comments

Scholastica Blog Interviews Me

Go here for my interview on Scholastica Blog about my recent course at Notre Dame Law School.

Posted in Teaching | Leave a comment

My New Article About “Shall”

The current issue of The Australian Corporate Lawyer—the journal of the Australian Corporate Lawyers Association—contains my article Banishing Shall from Business Contracts: Throwing the Baby …

Continue Reading »

Posted in My Articles | 4 Comments

My Categories-of-Contract-Language Analysis of a Cisco Template Contract

In this post I mentioned that I had asked my students at Notre Dame Law School to analyze the verb structures in the “SOW terms & …

Continue Reading »

Posted in Bad Drafting | 12 Comments

Contract Drafting in Japan: My Q&A with Yusuke Sato

In November, I head to Asia—I’m giving seminars in Seoul, Tokyo, and Singapore. I’m particularly looking forward to my seminar in Tokyo. It will be …

Continue Reading »

Posted in Q&A | 1 Comment

Doing That Bracket Thing in Your Signature Blocks

Yesterday I saw an English template contract that had in the signature blocks three brackets (or rather, closing parentheses) one on top of the other. …

Continue Reading »

Posted in Back of the Contract | 8 Comments

Bringing Outside Organizations into the Law School

In addition to bringing in outside lawyers to take part in my “intensive” Contract Drafting course at Notre Dame Law School (as described in this …

Continue Reading »

Posted in Uncategorized | 2 Comments

What BigLaw Partners Mean When They Say They’re Not Interested in Automated Contract Creation

A good number of law firms are ContractExpress customers. Goodwin Procter. Latham & Watkins. Perkins Coie. Wilson Sonsini. And so on. But recently I’ve spoken …

Continue Reading »

Posted in Contract-Automation Clearinghouse, Document Assembly | 2 Comments

Reminder: Affiliates as of When?

[Updated October 24, 2014: The New York Court of Appeals affirmed the lower court’s ruling. (Go here for a PDF copy of the opinion; thank …

Continue Reading »

Posted in References to Time | Leave a comment

Contract-Drafting Writer’s Block?

This summer I had the following exchange on Twitter with @DevonMSmiley: Having a spot of contract drafting writer's block…anyone have tips for how to break …

Continue Reading »

Posted in Process | 1 Comment

Toronto Only, on December 4: “An Intensive Program in the Categories of Contract Language”

On December 3, I’m giving a public “Drafting Clearer Contracts” seminar in Toronto with my longtime partner, Osgoode Professional Development. For more information, go here. …

Continue Reading »

Posted in Seminars | Leave a comment

Putting the Defined-Term Parenthetical at the Beginning of an Integrated Definition?

I spotted an oddity in section 1(a) of the contract providing for Jeff Bezos’s purchase of the Washington Post. Observe where the defined-term parenthetical is positioned …

Continue Reading »

Posted in Defined Terms | 2 Comments

A Copy-and-Paste Train Wreck

A tidbit to come out this week’s panel discussion at Notre Dame Law School (see this post) was, courtesy of Glenn West, a citation to …

Continue Reading »

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

Bringing Outside Lawyers into the Law School

I made it a point to have outside lawyers play a part in my course at Notre Dame Law School. I don’t know from pedagogy, so …

Continue Reading »

Posted in Teaching | 4 Comments

Contract Drafting: Art or Science? (I Thought of It First!)

This post by Mark Anderson last week used the title I had planned on using for a post of my own. Rather than launch a …

Continue Reading »

Posted in Odds and Ends | 6 Comments

Pomposity in Drafting, Part Deux: “The Executive”

As one of their assignments, students taking my course at Notre Dame Law School drafted an employment agreement. Necessarily, I prepared one too. I based it on something …

Continue Reading »

Posted in Defined Terms | 9 Comments

Pomposity in Drafting, Part One: “Attorneys’ Fees”

Don’t worry, this isn’t a discussion about where to put the apostrophe in attorneys’ fees. (But, yes, it goes after the s, to avoid getting …

Continue Reading »

Posted in Selected Usages | 11 Comments

“Nor Shall”

As one of their assignments, last week my students at Notre Dame Law School analyzed the verb structures in the “SOW terms & conditions agreement” that goes …

Continue Reading »

Posted in Categories of Contract Language | 9 Comments

“Business Efforts”?

Greetings from South Bend, Indiana! I’m in the middle of teaching an “intensive” three-week course on contract drafting at Notre Dame Law School. Given that …

Continue Reading »

Posted in Selected Usages | 10 Comments

Dates for My 2015 U.S. “Drafting Clearer Contracts” Seminars

Here’s a list of where and when in 2015 I’ll be doing public “Drafting Clearer Contracts” seminars in the U.S. for West LegalEdcenter: March 19, …

Continue Reading »

Posted in Seminars | 2 Comments

How I Go About Creating Templates for Clients (Plus a Testimonial)

In previous years, I’ve occasionally moaned on this blog about how I wasn’t getting as many drafting projects as I thought I should. Well, I’m doing …

Continue Reading »

Posted in Process | 1 Comment

Second Edition of “The Structure of M&A Contracts” Being Considered

Remember my ebook The Structure of M&A Contracts? Me neither, almost. It has been available only on the Thomson Reuters ProView app. Because of various problems—for …

Continue Reading »

Posted in M&A | 2 Comments

LegalSifter: Another Service that Aims to Tell You What’s in Your Contracts

Via this post on Profit and Laws, I learned about LegalSifter. LegalSifter’s website offers very little information. More informative is this piece on TechCrunch: Using …

Continue Reading »

Posted in Technology | 2 Comments

“Fair”

I’ve previously considered reasonableness and good faith. (See MSCD 13.557 and this 2011 post.) Now it’s time to think about fairness. Just to set the …

Continue Reading »

Posted in Selected Usages | Leave a comment

A Tip For All You Cross-Reference Ninjas

This post explains how to edit a cross-reference to a contract article so that the a in article is lowercase. Chris Lemens, this one’s for …

Continue Reading »

Posted in Layout, Technology | 11 Comments

Using Technology to Assess a Law-School Contract-Drafting Assignment

I noticed this post last week on ContractsProf Blog. It’s about an online contract-drafting exercise developed by Zev Eigen of Northwestern Law School. It appears …

Continue Reading »

Posted in Teaching | Leave a comment

Some Information About Formatting Used in the Showcase Template

The showcase NDA template (here) uses the enumeration scheme recommended in my book A Manual of Style for Contract Drafting. But another feature of the …

Continue Reading »

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

What Happens When You Eat the Fruit of the Tree of Contract-Drafting Knowledge

This week I received the following message from lawyer Tim Gilmore: I’ve been following you several years. You’re on the right track. But I’m frustrated. Ten years ago …

Continue Reading »

Posted in Process | 1 Comment

Silent-Auction Item: For a Teenager in Your Life, Five Hours of One-on-One Coaching in Clear Writing by Yours Truly

My wife Joanne recently became executive director of the Belmont Child Care Association. BCCA operates a preschool program for children of workers in New York’s thoroughbred …

Continue Reading »

Posted in Odds and Ends | Leave a comment

Crowdsourced Mediocrity Is Still Mediocrity

I periodically do my best to dump cold water on the notion that one can crowdsource quality contract language. I did so in this 2010 post, in this …

Continue Reading »

Posted in Process | 5 Comments

When the 10b-5 Representation Goes Walkabout

You know 10b-5 representations, right? (Because 10b-5 representation is a term of art, I’ll let slide use of the word representation.) Here’s one from an …

Continue Reading »

Posted in Selected Provisions | 1 Comment

“May” Can Mean “Might,” But I Sleep Well at Night Anyway

May can mean might, but I don’t think that’s any reason for me to stop recommending that you use may as the workhorse for language …

Continue Reading »

Posted in Categories of Contract Language | 6 Comments

The Problem with “Curing” Breach (Updated)

Updated August 9, 2014: Comments by Harley Meyer have prompted me to update this post. Harley makes a couple of points. He focuses on the …

Continue Reading »

Posted in Selected Usages | 58 Comments