Blog

Do Clients Edit Contracts Drafted by Outside Counsel?

Last week I saw the following tweet: What Role Do In-House Counsel Have in Editing Briefs? via @ACCinhouse https://t.co/slJcNyvAAt — LexisNexis Legal (@LexisNexisLegal) November 6, 2015 Here’s my tweet in response: Same for contracts? https://t.co/NnaV96IbpH — Ken Adams (@AdamsDrafting) November 7, 2015 I’ll now answer my own question. In that ACC article, the author describes having a role in editing litigation … Read More

Updated: Further Thoughts on Making Sale and Payment Concurrent

You might recall that last year in this post I suggested the possibility of using “language of concurrence” if when someone sells something the purchase price is being paid at the time the contract is being signed. Last month I revisited that idea in this post. Well, I just realized there’s a traditional-language equivalent. Here’s an example: In consideration of ten dollars in hand … Read More

Hey, I Now Have a Real Newsletter!

For years, I’ve sent out email updates with links to recent posts on my blog. But the service I used was terrible. Well, yesterday I sent my first real newsletter. It’s here. I expect to do them once or twice a month. They’ll always lead with links to recent posts, but the new format allows plenty of scope for general ruminating. If … Read More

Contract-Drafting Dysfunction, Meet Medical Dysfunction

Over the weekend I listened to this episode of the radio show Freakonomics, “How Many Doctors Does It Take to Start a Healthcare Revolution?” My ears pricked up when I heard Jeffrey Brenner, who is a physician and the executive director of the Camden Coalition of Healthcare Providers, say the following: What I think many people would be shocked to find out … Read More

Notes from the Road: Cambridge, England

I don’t do “Notes from the Road” posts as often as I used to. That’s inevitable—something can be novel only once, so subsequent visits to a given city lend themselves less to travelogues. But last week saw me visit for the first time in my professional capacity a city I’ve visited often—Cambridge, England. After my public seminar at University College London on … Read More

“Is Unaware Of”

Is absence of knowledge the same thing as knowledge of absence? Consider the following EDGARlicious example, followed by my variation: … the Company is unaware of any facts that would form a reasonable basis for any such claim. … to the Company’s knowledge, no facts exist that would form a reasonable basis for any such claim. And these alternatives: … Borrower is … Read More

The U.S. Date Format: Going Rogue

When I think of American exceptionalism, I don’t think of grand political theories. Instead, I think of how the U.S. is one of only five countries that uses the Farenheit scale for everyday applications (the others being the Bahamas, Belize, the Cayman Islands, and Palau). Even more exceptional is the fact that the U.S. is the only country to state … Read More

You’re Not a Specialist

Yes, I can see that you’re vehemently opposed to a recommendation I’ve made on a topic of interest to you. And yes, I know that you’ve been doing deals for twenty years. The problem is, for twenty years you’ve been relying on conventional wisdom. For twenty years, you’ve been paying the price for the lack of anything resembling coherent commentary … Read More

My New “Represents and Warrants” Article

The current issue of Business Law Today, published by the ABA Section of Business Law, contains my article The Phrase Represents and Warrants Is Pointless and Confusing (here). How’s that for a direct title? This article is a boiled-down version of my recent article in the Tennessee Journal of Business Law (here). I omitted discussion of English law, use of only … Read More

EDGAR and Me

In mentioning in the immediately preceding post (here) the U.S. Securities and Exchange Commission’s EDGAR system, where public companies are required to file their “material” contracts, I remembered the following email I recently received from longtime reader Patrick Grant: I get such a kick out of your descriptions of the EDGAR system I thought it would be fun to collect … Read More