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, developer [...]
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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 what [...]
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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 One [...]
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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 came [...]
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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 [...]
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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 me [...]
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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 good [...]
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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 nature [...]
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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 [...]
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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 to [...]
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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 now [...]
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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 [...]
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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 LegalEdcenter (in [...]
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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 essential [...]
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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 computer [...]
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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 look [...]
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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 has [...]
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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:
If [...]
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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 [...]
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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, which [...]
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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 couple [...]
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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 too easygoing. [...]
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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 [...]
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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 about [...]
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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 the [...]
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[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, family, [...]
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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 [...]
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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 [...]
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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. The [...]
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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, and [...]
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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 at will [...]
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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 would [...]
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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 doing [...]
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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 [...]
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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:
those health [...]
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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 used for [...]
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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.
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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 Vancouver [...]
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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 option [...]
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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 [...]
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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 my [...]
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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 for [...]
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Considering having me do an in-house seminar but want to know more? Then I suggest you might want to have me give you and any other decisionmaker at your organization a run-through of whichever of my seminars interests you, “Contract Drafting—Language and Layout” or “The Structure of M&A Contracts.” We’d use GoToMeeting or WebEx so [...]
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A few books on contract drafting have been published in the last couple of years:
Butt, Peter & Castle, Richard, Modern Legal Drafting: A Guide to Using Clearer Language (2d ed. 2006).
Darmstadter, Howard, Hereof, Thereof, and Everywhereof (2d ed. 2008).
Haggard, Thomas R., and Kuney, George W., Legal Drafting in a Nutshell (3d ed. 2007).
Kuney, George W., [...]
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The site was offline for most of yesterday due to high drama involving my server. Sorry about that; it shouldn’t happen again.
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On Friday I’ll be heading for Geneva, where I’ll be giving a series of public seminars from April 21 through April 25. Click here for more information.
If you want to explore the language of contracts in the company of a few like-minded people, these seminars would provide an unmatched opportunity.
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How do I love Canada? Let me count the ways:
It was a Canadian organization—Osgoode Professional Developement—that asked me to do my first public seminar.
Attendance at my seminars in the U.S. with West Legalworks can fluctuate wildly, but my Osgoode seminars in Toronto sell out. (The next one is on June 16.) And last week 60 [...]
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This from the Lex column in today’s Financial Times, regarding Bear Stearns and the Cerberus litigation:
It is too simplistic to blame sloppy drafting for disputes. Still, there may be room for improvement in terms of updating the often-archaic language used in merger agreements, as firms such as Jones Day and contract specialist Kenneth Adams have [...]
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Input from readers of this blog has already served to enhance the second edition of A Manual of Style for Contract Drafting. But why stop there?
I’ve just sent the ABA the manuscript for MSCD2. I enjoyed putting it together, as it contains a boatload of new material. What it needs now is proofreading, and that [...]
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[Update March 24, 5:30PM EDT: Some people are suggesting that there's something fishy to the story of Wachtell's "mistakes." See, for example, this post at Dealbreaker, and this one on the Conglomerate Blog. On the other hand, Steven Davidoff's analysis, at DealBook, takes the story at face value. I'll let others who are closer to [...]
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