I have one fix and one possible enhancement to report: The fix is that now, finally, clicking on one of the categories links on the right-hand side of the page will take you to a comprehensive listing. Previously, a glitch meant that some posts were omitted. And at the request of a reader, at the [...]
A reader asked me what books I could recommend. More specifically, he asked as follows: Say I wanted one book that would give a good treatment of comparative foreign law (French, UK, Belgian, etc), with key discussion on contract remedies available, what would you go with? I haven’t yet had occasion to consult such a [...]
I just received the following broadside from a reader: You choose to use your blog to tout your own book and for self-validation. I certainly hope you are not deceiving yourself that your purpose is to foster discussion or refine your own body of knowledge. That’s fine, each to his own, I just wonder why [...]
Recently I’ve been pondering whether I should put together an online multiple-choice test that would allow users to assess their command of MSCD-compliant contract language. It would be a simple enough matter to come up with fifty to 100 questions; each would offer an explanation that cites the relevant discussion in MSCD. Users would pay a [...]
It’s not often that the topic of drafting corporate resolutions comes up in my day-to-day activities. That’s why I was pleased to receive from one of the participants in my recent Chicago seminar an email that included the following: During lunch I mentioned to you that I had already put into practice the recommendations published [...]
Regular readers of this blog will know that I’m committed to drafting contracts in standard English—English as spoken and written by the average educated native English speaker. But sometimes, nothing can take the place of that olde-worlde lingo. An important example of that is forsooth, meaning “in truth,” “indeed.” It’s all well and good to [...]
In the course of telling someone in Canada where they could buy my book, I visited the MSCD page on Amazon.ca, Amazon’s Canada storefront. In addition to noticing that Amazon.ca doesn’t itself sell the book (buy it instead from Amazon.com), I saw that one “Mary M.” had recently posted a review. It’s positive, but it [...]
The other day while reading in the Atlantic Monthy “A Conversation with Jules Feiffer,” the great cartoonist, the following Feiffer observation caught my eye: Amidst all the insecurity, and the ambition, and determination, there are two things always at work. One is self doubt, and the other is arrogance. And they work hand in hand. [...]
Contrary to reputation, I’m not just a dry-as-dust, express-the-meaning-of-the-parties guy. I have a sensitive, truth-and-beauty side too. And to demonstrate that, I now bring you—cue tasteful music—the first AdamsDrafting art exhibit! It showcases the work of Russell Christian, a talented illustrator. And it was made possible by that noted patron of the arts, Business Integrity, [...]
I’m attuned to the particular challenges facing anyone who isn’t a native English speaker and is required to draft or negotiate contracts in English. Indeed, my site contains this note on the subject. I was recently reminded of this issue in a number of ways. First, I exchanged emails with a reader in Asia. Here’s [...]
Without any editorializing by me, here’s an extract from this article by Sathnam Sanghera in the Times Online: On the one hand, written agreements protect parties if things go wrong and provide a useful framework for engagement. But, on the other, drafting contracts slows business down—something Stephen Covey emphasises in The Speed of Trust: The [...]
On the Law Technology News website is “The Law of Unintended E-Consequences,” an interesting article by Stanley P. Jaskiewicz, a member of the Philadelphia law firm of Spector Gadon & Rosen. It discusses how boilerplate that is easily skimmed over can end up acquiring unexpected significance. The article mentions me, but that’s not how it [...]
Last week I was at West’s headquarters in Eagan, Minnesota, with a dozen or so journalists and bloggers, attending a series of presentations on WestlawNext, the next generation of Westlaw. After some five years of development, it’s being launched today. Others who were in Eagan with me have already offered their thoughts on WestlawNext. I [...]
If you’re the sort who routinely rummages in the entrails of commercial contracts, you might well find of interest D.C. Toedt’s website On Technology Contracts. D.C. Toedt (pronounced “Tate”) is a business lawyer with an intellectual-property and software-law background. He’s in private practice in Houston; I owe him a debt of gratitude for having introduced [...]
It’s not only transactional types who are interested in contract language. If you want to see how a different online ecosystem approaches the subject, I suggest you have a look at this post on Language Log and the related comments. I like to think that I stand somewhere between the linguists and the lawyers. It’s [...]
Recently I’ve been having more discussions with companies regarding redrafting their templates. In particular, I recently responded to an RFP (“request for proposal”) from an international company that wanted to redraft its commercial-contract templates. I lost on price, which is frustrating, but this exercise provided a useful introduction to the realities of the no-discussion, and-the-winner-is [...]
In my recent blog post about how BigLaw associates have thus far been immune to the charms of my West seminars (click here), I offered some reasons as to why that might be the case. But I omitted one possible reason—that learning how to draft contracts ranks low one’s list of priorities. My thanks to [...]
I’m now using a service to handle my email-update system. It’s a good deal more efficient than my previous setup. For one thing, I’m not involved when someone subscribes or unsubscribes. I’ve just sent out an email update. If you’ve subscribed but you don’t receive it in the next couple of days, you might want [...]
Yesterday I posted two items (this one on and and or, this one on the passive voice) that were rather more harum-scarum than my normal offerings, in that I ended up quickly making significant changes in response to reader comments. (Thank you, all.) Having previously limited myself to the building blocks of contract language, I’m [...]
To my recollection, until a couple of weeks ago I had outright rejected only a single comment, and that was on grounds of undue snarkiness. I had avoided posting perhaps a couple of dozen other comments, but in those cases I attempted to smooth things over by treating the comment as an email and sending [...]
If you’ve been lured to this site by my ABA Journal “Legal Rebels” profile and would like to learn more about what I do, you might want to check out the following: the page of this site dealing with my book A Manual of Style for Contract Drafting information about my public seminars with West [...]
The August 2009 issue of The Business Lawyer contains a great article by Glenn D. West and W. Benton Lewis, Jr. of Weil Gotshal entitled “Contracting to Avoid Extra-Contractual Liability—Can Your Contractual Deal Ever Really Be the ‘Entire’ Deal?.” Click here for a copy. Glenn is getting into the habit of writing articles that are [...]
I noticed that a third edition of Garner’s Modern American Usage has been published. I’ll be purchasing a copy, as GMAU has been the first thing I turn to when looking for guidance on general English usage. Would GMAU be of any use to contract drafters? The language of contracts is limited and stylized—it’s analogous to [...]
I’ve recently been emphasizing, in print and in speaking engagements, that for any organization that wants to gain control of the drafting process, a necessary first step is to adopt a house style for contract drafting. (I know of three law firms that are currently working on adopting a house style.) What should such a house style [...]
Oxford University Press was kind enough to send me a review copy of their new book Elements of Contract Interpretation, by Steven J. Burton, a professor at the University of Iowa College of Law. I’m now going to repay them for their generosity by observing that I’m having a hard time getting into it. That [...]
Hot on the heels of Venkat Balasubramani’s Twitter update reminding me of all those I have yet to convince came a message from one of the unconvinced. The individual in question had watched my first webcast and had some questions that we discussed by email. His second email to me ended with the following paragraph: [...]
Twitter has become a low-key part of my public profile (my Twitter ID is @AdamsDrafting). Links to my new blog posts go out automatically on Twitter; I indulge in the occasional bit of flagrant self-promotion, these days mostly about my webcasts; and I sporadically offer up any halfway rational and maybe-interesting thought that otherwise doesn’t [...]
How come one drafts a contact but writes a letter? The verb draft has a number of possible meanings, but here’s what the Oxford English Dictionary—the bound version, not the online version—gives as the one definition relating to preparing documents: “To make a draft or rough copy of (a document); to draw up in preliminary form, [...]
John Gillies, director of practice support at the Toronto law firm Cassels Brock, spoke on contract drafting at a conference put on by the Ontario Bar Association last week. He was kind enough to send me the paper he had prepared. John is no stranger to what I do. For one thing, I’ve conducted a [...]
Someone who does a lot of presentations to law firms recommended to me that when I field comments from the audience, I should avoid suggesting that I’m right and the speaker is wrong. I understand his point; after all, the customer is, in a larger sense, always right. But I find it hard to be [...]
Recently I’ve enjoyed reading some thoughtful posts offering different takes on the working life in law—how to make it more meaningful, or at least how to survive. In particular, I’m thinking of Vickie Pynchon’s posts tracking how she picked herself up and dusted herself off after being laid off in 1992; click here for the [...]
I’m at Tremblant, the Quebec ski resort, at the invitation of the Canadian Healthcare Licensing Association. I just finished giving a short version of my “Language and Layout” seminar to sixty business-development people from Canadian pharmaceuticals companies. The participants included some lawyers, but for the most part this was a group of businesspeople. And although [...]
In this post from earlier this month, I expressed incredulity at the idea of my being able to make good use of Twitter—what I do doesn’t come in installments of no more than 140 characters. But following up on a suggestion by commenter Jonathan Handel, I’ve arranged matters so that every time I post on [...]
[Update: You might want to read the comments.] You may have heard of Twitter. It’s a free social-networking service that allows users to send updates and read other users’ updates. Updates are text-based posts of up to 140 characters in length; they’re commonly referred to as “tweets.” Twitter describes itself as “a service for friends, [...]
On Tuesday, December 9, I’ll be in San Francisco to give my “Language and Layout” seminar for West Legalworks. I’ll be taking the red-eye home on Wednesday, and I’ll have some time free during the day. So if your company or law firm is based in the bay area and you’d like to shoot the [...]
In a recent email exchange, a corporate partner at one of the big law firms told me that he wasn’t sure how my “Language and Layout” seminar differs from the Practicing Law Institute’s day-long program on contract drafting. So when last week a flyer for that program—”Drafting Corporate Agreements 2009“—arrived in the mail, I made [...]
Thinking about materiality-scrape provisions had me pondering idly what other contract provisions are known by nicknames. Only three came to mind—ipso facto clauses, anti-sandbagging provisions, and “garden leave” clauses. A lame effort by yours truly. There are doubtless plenty other such nicknames out there. I invite you, dear reader, to tell us any you can think of. [...]
With publication of the second edition of A Manual of Style for Contract Drafting, I’ve been taking stock. I roam the land giving public and in-house seminars. I teach at a great law school. And I get to explore and write pioneering stuff about a vital yet problematic activity—contract drafting. I love what I do, [...]
Every so often someone says to me, in connection with MSCD, “I don’t always agree with you.” My ears prick up when I hear that. It suggests to me three possibilities: The speaker has spotted flaws in my analysis. The speaker misguidedly regards contract drafting as a craft, with the drafter being free to select [...]
Recently the public radio stations I listen to concluded their fall fund drives. I thought I’d attempt something analogous and repeat a previous request: The ABA is in the process of collecting testimonials (otherwise known as “blurbs”) for the second edition of A Manual of Style for Contract Drafting. If you find MSCD valuable and [...]
In my writings and during my speaking engagements, I talk up the benefits of overhauling your contract process, templates and all. In the past few weeks, I’ve been wondering if given the current travails—whether you call it a recession or something else—I should adjust my recommendations. Anyone looking to start something new has likely been [...]
Yesterday I was at Dorsey & Whitney’s Minneapolis office. I gave my “Language and Layout” seminar there last year, but yesterday’s event was different. It was billed as “A Conversation with Ken Adams.” Bryn Vaaler—Dorsey’s professional-development partner—and I parked ourselves on the stage in Dorsey’s conference center and chatted for an hour about the world [...]
For diehard fans of and and or—you know who you are!—the case of Harrity v. Target Corporation, Civ. No. 07-3958 (D. Minn. Oct. 6, 2008), might be of modest interest. The plaintiff was seeking reimbursement under Target’s medical insurance plan, but the court granted summary judgment. Among other things, the following plan language was at issue: [...]
The second edition of A Manual of Style for Contract Drafting has been out for less than two months, and we’ve already sold almost all of the first printing. So the response has been positive, to say the least. But I’d appreciate your input on MSCD‘s binding. The first printing used “Wire-O” binding, like that [...]
It’s uncanny how the following Dilbert cartoon strip captures perfectly my feelings regarding the language and process of mainstream contract drafting. Thanks to the (new) legal writer for spotting it.
People who attended certain of my recent public seminars received a copy of the first edition of MSCD just as it was about to be made obsolete. So I’m making the second edition available for $25—one third the regular price—plus shipping to those who participated in the following public seminars: April 1, 2008 seminar in [...]
In this post on his Goldman’s Observations blog, Eric Goldman describes a dispute between FaceTime Communications and Reuters. Reuters licensed FaceTime’s software for two years and devoted significant resources to customizing the software. Reuters had an option to pay $150,000 for a perpetual license, but for reasons that aren’t entirely explained, Reuters didn’t exercise the [...]
Normally I wouldn’t dream of going public with thoughts on writing in general. A vast number of people have busied themselves with that topic, so there’s no chance of my having anything novel to say. I regularly give thanks to the gods of writing that I’ve been given the near-virgin territory of contract drafting to [...]
West Legalworks would like me to do webinars for them. I’m open to the idea. I could do a series based on MSCD—maybe eight one-hour webinars. They’d be done live and then would be available on demand. Would doing MSCD webinars cause me to lose seminar business? I don’t think so. If you come to [...]
This past Friday and Saturday I was in Atlanta, at Emory Law School’s conference on “Teaching Drafting and Transactional Skills: The Basics and Beyond.” (Click here to go to the relevant page of Emory Law School’s website.) The conference was organized by Tina Stark, an Emory professor and the executive director of the school’s new Center [...]
