Sporadically I hear from readers who simply want to thank me for my work. I know people read my stuff, but it's gratifying when someone takes the time to let me know that they've found it worthwhile. Because it's a particularly nice example of this sort of communication, here's an email I received yesterday: EMAIL MESSAGE THIS EMAIL is written as of this twenty ninth (29th) day of March, … [Read more...]

Does contract prose matter? Of course it does. Even if you assume that the parties have notionally agreed on the terms of the deal, how you express those terms in a contract can determine how that transaction fares. But many people who work with contracts don't realize that. Some might be contract managers who regard contract prose as a lawyer thing, so they tune it out. Others might be titans … [Read more...]

From a reader: I can usually get opposing counsel to shut up by pointing to your blog or book. This is what progress looks like. … [Read more...]

Above is a screenshot my daughter sent me a few days ago, showing texts she exchanged with a friend. "Hahaha" indeed. I thought of it on reading Casey Flaherty's post touching on my work (here). Casey accurately summarizes my, uh, lack of restraint. I know some people wonder why I'm so in-your-face. A commentator on litigation writing once earnestly advised me to be more easygoing. "Don't … [Read more...]

While I was in London in November, I recorded a 26-minute Practical Law Company video with Daphne Perry on how to make contracts clearer. (What else did you expect!) Go here; if you don't have a Practical Law Company account, you'll have to sign up for a free trial to view it. I'd be happy to hear what you think. … [Read more...]

A saving grace of what I do is that I'm not trying to win a popularity contest—if you, and you, and you find value in my writings, that's enough for me. But I can't help but notice two kinds of people untouched by A Manual of Style for Contract Drafting. First, there are know-it-alls. I might encounter a know-it-all on Twitter. I tweet some notion or other. The know-it-all takes issue with … [Read more...]

Over the years I've attended an assortment of legal conferences that feature continuing-legal-education (CLE) panel discussions. I find that I share a sentiment I've seen and heard expressed often enough: that despite the best intentions of the organizers and panelists, panel sessions can be dreary and not particularly helpful. Recently I posted on LinkedIn this item containing some general … [Read more...]

It’s been years since I’ve been a member of the American Bar Association. On a sudden impulse, I rectified that over the weekend: One reason for my doing so is that the Section of Business Law is the publisher of A Manual of Style for Contract Drafting. And next year I expect to publish with them a shorter book entitled Drafting Clearer Contracts: A Concise Style Guide for Organizations. That … [Read more...]

What does the word excellence have to do with contract drafting? Bear with me. I'm not fond of the word excellence. It's not a word you hear much in everyday English. Instead, we use adjectives (excellent, not to mention great, outstanding, and others) or adverbs (excellently, not to mention amazingly, splendidly, and others). But excellence is an abstract noun—you can't see, hear, smell, … [Read more...]

[Trigger warning: navel contemplation follows.] This morning I noticed the following two combative tweets, courtesy of @section_sign: https://twitter.com/section_sign/status/905408538738126848 Regular readers will know that I regularly invoke the marketplace of ideas. Well, is the marketplace of ideas in fact horseshit? I have nothing to say about that Tower of Babel, the broader … [Read more...]

What, you want to know more? Read this. … [Read more...]

[Updated 4 August 2017, 9:45 a.m. EDT] Yikes! This is my second update to this post. (I inserted the first update below, in the original post.) In the past 24 hours I've considered this issue for the first time, proposed something new, then had readers drag me in another direction. I now happily bow to the logic of those who said I should get rid of the salutation. Here's the current version of … [Read more...]

Thanks to this post on The Employer Handbook, @Eric_B_Meyer's blog, I learned about a severance agreement that provided for $2,747,400 in severance pay instead of the $80,805.97 that the parties had previously agreed on. The error arose because the company's HR person put in the contract the total amount of severance when they should have put in the amount per week. The result was that the … [Read more...]

ContractsProf Blog has this post by Brian N. Larson about a study by Stefania Passera and others that apparently shows that diagrams made a contract easier to understand. The study's findings don't come as a surprise. Plenty of contracts describe mechanisms with alternative outcomes, with those outcomes then prompting further outcomes. Tag-along and drag-along rights come to mind. Also … [Read more...]

Here's an email I received from a reader: I was interviewing for a new job 6 months ago and mentioned I am a big MSCD fan. The GC said “That is the most impressive thing you could have said.” Needless to say, I got the job. THANK YOU! I take two things from that. First, that MSCD is an established resource. (That's just as well, seeing as it has sold tens of thousands of copies.) And second, … [Read more...]

To coin a phrase, We hold these truths to be self-evident: It's preferable to draft contracts consistent with a set of guidelines for contract language, as opposed to relying on conventional wisdom, improvising, or simply copying. That's why I wrote MSCD. It's the only such set of guidelines, and with each new edition it becomes more entrenched. I'd be surprised if another set of guidelines were … [Read more...]

Go here for an article I posted on LinkedIn today, Be Afraid of Contract Interpretation. Every so often I post a particularly general piece on LinkedIn instead of on this blog, with the notion that something on LinkedIn might catch the attention of people who would never have heard of me otherwise. What I have to say on LinkedIn will generally come as no surprise to my regular readers. … [Read more...]

Here's what a reader said to me in an email: I'm frustrated. Even though I've been a lawyer for 21 years, my contract drafting skills are not what they should be for a lawyer with my experience. For example, I'm drafting a termination agreement for a consulting services agreement. A friend and I briefly discussed what should be in it. In essence, he said what I wrote won't work. The original … [Read more...]

I wrote about search-and-replace glitches in this 2015 post. Well, here's another one: You might have noticed that I've been in an efforts frenzy. As part of reassessing my position on efforts, I searched on EDGAR for a bunch of efforts variants, including the unlikeliest ones I could think of. One of them was commercially efforts. Yeah, sounds crazy, but I'd already found instances of … [Read more...]