The ever-vigilant Steven Sholk told me about this post on Footnoted. It describes how in an exhibit to an employment agreement filed on the U.S. Securities and Exchange Commission’s EDGAR system, the company undertook that in addition to paying the executive’s moving expenses, “in consideration of other relocation expenses that Executive and his family will [...]
“Rhetorical emphasis” is the term I use to refer to a drafter’s not simply saying something, but saying it in a way that shows that they really, really, really mean it. The extra verbiage doesn’t affect meaning, and it’s best omitted. Contracts contain no shortage of examples of rhetorical emphasis; you can find my previous [...]
I’ve found myself using increasingly often on this blog the phrase “magic words,” so I thought it high time that I explain, to myself and anyone else interested, what I mean by that phrase. It’s in widespread use in legal circles—a search of Westlaw’s “tp-all” database retrieved over 3,500 items that refer to “magic words.” [...]
Today I came upon yet another article exploring law students’ lack of basic writing skills: Aïda M. Alaka, The Grammar Wars Come to Law School, 59 J. Legal Educ. 343 (2010). (Click here to go to a pdf copy.) Professor Alaka notes that “many, if not most, legal writing instructors have been surprised by the [...]
A few readers let me know about a Minnesota bankruptcy court judge who issued a set of guidelines for lawyers submitting proposed orders to him. Included was a request that lawyers limit their use of capitalization. For more information, see this post on Lawyerist.com. My first instinct was to assign this to the wrong side [...]
Sometimes one encounters in contract drafting issues that are of broader relevance. In MSCD, discussion of such issues is grouped in chapter 16, and on this blog they’re grouped in the category “Drafting as Writing.” I encountered one such issue yesterday, when I received the following email from a reader: I was wondering whether there [...]
On a flight home from London on Sunday, I started reading The Stories of English, by David Crystal. Published in 2004, it’s a well-received, and well-rounded, study of the history of the English language. Perhaps not an obvious choice for airplane reading, but perfect for me, since it marries, in the opening chapters, my interests [...]
[Updated October 1, 2008] Consider the following provision: During the term of this agreement and the following 24 consecutive months, the Consultant shall not … In this context, the word consecutive is redundant. The same applies to use of consecutive with other units of time. But consider this provision: The Employee shall spend two months [...]
Perhaps because they’re aware that I’ve had occasion to consider punctuation, some readers contacted me about the February 18 New York Times article about use of a semicolon in a New York City Transit subway placard. Here’s the one thought that came to mind: In contracts, I use semicolons between integrated enumerated clauses when they’re [...]
One sure route to a stiff, starchy prose style is not to use contractions. They’re suitable in all but the most formal kinds of writing, and they help you achieve a more natural, conversational rhythm. For some reason that I’ve since repressed, I didn’t use contractions in MSCD. So for the second edition, I’m now [...]
Last week, 260 contracts filed on the SEC’s EDGAR system include one or more references to 50%. By contrast, only 85 used the word half, and mostly in contexts where one couldn’t have used 50%, as in references to “half-time basis” and “seven and one-half percent.” I prefer half over 50%. Saying “50% of the [...]
Here’s another weapon in the never-ending war on verbiage in contracts—be careful how you use the word basis. As Bryan Garner says in Garner’s Modern American Usage, “The word basis often signals verbosity in adverbial constructions.” So instead of on a daily basis, try daily, as in “Interest will accrue on a daily basis [read [...]
Dick Wydick’s materials for our panel discussion at the ABA annual meeting included the following provision from the merger agreement for a transaction valued at more than $2 billion. (Like Dick, I’ve eliminated any identifying information.) As you read through it—I recommend a side order of Valium—ask yourself why Dick found it of interest. In [...]
The word competitive is routinely misused in contracts. That comes as no surprise, given that it’s routinely misused in legal and business writing generally. Competitive means (1) of, involving, or based on competition and (2) likely to succeed in competition. In the following contract provision, competitive is used to express the first meaning: Executive acknowledges [...]
Today’s case from the drafting hall of shame is a case recently decided by the Nebraska Supreme Court, Coral Production Corp. v. Central Resources, Inc., 273 Neb. 379 (Neb. 2007). This case arose out of a dispute between owners of fractional working interests in oil and gas assets. When Central put its oil and gas [...]
MSCD contains a section on overuse of initial capitals (13.28–34). Here’s what I say in MSCD 13.30 regarding titles: Drafters invariably use initial capitals when referring to officer titles (The certificate must be signed by the President of Acme), but authorities on general English usage recommend that one only do so when the title is [...]
