Chadwick Busk of The Fine Print blog told me about this item on Lexology (free registration required) by Patrick T. Sharkey of Jackson Walker LLP. I hope Patrick doesn’t mind if I quote extensively from it:
A recent Texas Supreme Court decision highlights the importance of thoughtful drafting. In Intercontinental Group Partnership v. KP Home Lonestar [...]
“Definedtermitis” is a condition caused by excessive reliance on defined terms. It causes clogging of the arteries of your contracts. Those who succumb to it are referred to as “definedtermites.”
Consider an email I received today from a reader:
OK, so I thought it was a typo, but it turns out it was intentional.
I was reviewing a [...]
While at a social event in Saratoga recently, I had the pleasure of meeting Jerry Kaplan, senior counsel in McDermott Will & Emery’s Chicago office. Ever the imaginative conversationalist, I turned the topic to—what else?—contract drafting. At some point in our conversation Jerry wondered whether contracts wouldn’t be more efficient if drafters were able to refer [...]
[Revised Aug. 21 to reflect comments by Mark, Paul, and Pete]
I interrupt my August recess to consult you all on how I should define “Government Body”. Here’s what I’ve come up with :
“Government Body” means (1) the government of any country or of any political subdivision of any country, (2) any instrumentality of any such [...]
In an item posted today on the (new) legal writer, Ray Ward says the following:
Right now I’m reading a long list of definitions in a bankruptcy plan of reorganization, and I just came across this one: “‘SpiritBank’ means SpiritBank.”
As definitions go, that’s pretty lame. I’m sure you, dear reader, have seen other examples of definitions [...]
During our conference call about the 2008 Penn Law redrafting project (see this blog post), the company lawyers noted that I had elected to refer to the other party as the Vendor rather than simply as Vendor.
I explained that I prefer using the definite article, as it results in prose that’s slightly less stilted (see [...]
In an exchange of emails this evening, my correspondent inadvertently used “indemnitor” when he meant “indemnitee.”
It’s in order to avoid just such confusion that I recommend in MSCD 1.72 that you not use as defined terms for party names any paired defined terms that differ only in their final syllable, such as Mortgagor and Mortgagee.
Given [...]
I’ve been urging my Penn Law students to curb their tendency to create more defined terms than a given contract requires. That led to one of my students sending me the following message regarding our final assignment, the Penn Law redrafting project:
Dear Professor Adams,
I just took a look at your version of assignment 5. It [...]
I recently posted this item discussing Lexicon, a tool for organizing and checking defined terms. Lexicon’s website contains a page discussing “The Seven Deadly Sins of Defined Terms.” Among the sins described is the following:
Overlapping Definitions–When one Defined Term is contained within another, confusion can arise. For example, if (1) “Company,” (2) “Company Promissory Note,” [...]
One frustrating aspect of my self-appointed role as freewheeling contract-drafting guy is that I’m not involved, day in and day out, in drafting contracts. As a result, I don’t have occasion to gain hands-on experience with the nifty information-technology tools that are now available to help the drafter.
I wrote about a bunch of them in [...]
