Category Archives: Uncategorized

Out Now: My Book-Review Essay “Dysfunction in Contract Drafting: The Causes and a Cure”

Transactions: The Tennessee Journal of Business Law has just published my book-review essay Dysfunction in Contract Drafting: The Causes and a Cure. (Go here for …

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Exploring “Joint and Several”

[Revised 1:50 p.m. EDT, April 26, 2012, to reflect comments by Vance, Mike, and Guest. In the original version, I didn't explore the procedural side. …

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Is What I Do “Opinion”?

Recently on Twitter, Lawrence Hsieh (aka@ContractAdviser) compared me to longtime sports-radio provocateur Mike Francesa. And the next day a reader emailed me to say, among other …

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ContractExpress QuickStart + Koncision's NDA Template = Turnkey Contract Automation

I’m in Chicago for the Inside Counsel 2012 SuperConference. I’ll be on a panel later today; go here for the agenda. But that’s not what …

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The U.S. Supreme Court Dabbles in Part-Versus-the-Whole Ambiguity

In an opinion issued this week (here) the U.S. Supreme Court considered the alternative possible meanings of “not an.” Here’s the relevant passage: Truth be …

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Some Thoughts on the ACC’s “Contract Advisor”

Last week saw the launch of the ACC’s “Contract Advisor.” Lawrence Hsieh (aka @ContractAdviser—no relation!) craftily suggested on Twitter that he was looking forward to …

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Certification in Contract Drafting?

I’d like to revisit a notion that I alluded to in this brief 2010 post on AdamsDrafting: offering certification in contract drafting. Here’s how it …

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The New Engineering Contract and Using the Present Tense to State Obligations

I find it particularly interesting when an institution adopts a novel approach to stating obligations. Who can forget the Construction Specifications Institute’s recommendation, stated in …

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Reviving a Contract After Its Term Has Ended

Last week I received the following inquiry from reader Vance Koven: I am moved to put this issue to you, as it is in some …

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Docracy's Contract-Drafting Contest—Starting Sunday, April 15

In conjunction with the Brooklyn Law Incubator & Policy Clinic’s “Legal Hackathon,” today Docracy is launching a “hacking contracts” contest. To enter, use Docracy to …

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My Name Is Ken Adams, and I’m an “Any” Addict

[Updated April 14, 2012: I've uploaded a new version of the template. Besides the changes mentioned below, I also belatedly fixed an annoying numbering glitch …

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What to Put on a Cover Sheet

I’ve had occasion recently to consider cover sheets for contracts. That’s what I call the page that’s slapped on the front of a contract containing …

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True Obscenity: The Contract Language in “Fifty Shades of Grey”

*This isn’t an April Fools’ prank!* I had been vaguely aware of the “Fifty Shades” trilogy, described in this Maureen Dowd column as “bondage-themed romanticas that …

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Do You Want to Help Me Create a Canadian Version of Koncision's Confidentiality-Agreement Template?

For all sorts of reasons (see here) I’m partial to Canada. And Canadians have expressed an interest in my stuff that is beyond what you’d …

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Revisiting the Model Statement of Style

In a 2009 post on AdamsDrafting I suggested that if an organization wants to adopt a style guide for contract drafting, the sensible option would …

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Question for Drafters from Civil-Law Countries Regarding Party Information to Include in the Introductory Clause

In this 2011 post I considered what information you should include in the introductory clause for entities formed outside the U.S. I’d now like to …

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I'll Be at ABA TechShow and Inside Cousel's SuperConference

In addition to going to Chicago to give a seminar, I’ll be going there for ABA TechShow and for Inside Counsel’s SuperConference. ABA TechShow (why …

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Upcoming Seminar Road Trips: Atlanta, Houston, Toronto, Chicago, Denver

The road goes on forever. Here’s where I’ll be showing up next to give my “Drafting Clearer Contracts” seminar: Atlanta, April 5, for West LegalEdcenter …

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Combining Unrelated Provisions in a Single Section

In the recent Fourth Circuit case of Williams v. CDP, Inc. (copy here), the court considered the following section of a contract: Deferred Compensation; Death …

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Screwing Up Decimal Points

Via this post on the WSJ Law Blog, I learned about this Bloomberg article. Here’s the gist of it: Kai Herbert, a Switzerland-based currency trader, …

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Yet More on “Termination”

I’ve blogged about termination twice previously. In this 2007 post on the AdamsDrafting blog (and in MSCD) I explain why I prefer stating that a …

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Old Wine in a New Bottle

I recall how in the early days of word processing—when dinosaurs roamed the earth—you’d see articles in which a fiction writer would discuss word-processing technologies …

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What's the Proportion of Women to Men Among Contracts Professionals?

Of the 22 participants in my Geneva seminars, 14 were women (and still are, I expect!) and 8 were men. Given the infinitesimally small sample …

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A Time of Day Constitutes a Boundary Between Periods of Time

Today I’d like to advance a simple but ill-understood concept: A time of day isn’t a period of time. Instead, it’s a boundary between the …

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Posner's Alternative to Reaching for the Dictionary

See this post on Language Log for how Judge Richard Posner did more than reach for the nearest dictionary in order to determine the meaning …

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The Limits of Part-Versus-the-Whole Clarity

I currently find myself wrestling with what might seem interstitial stuff. It falls within “the part versus the whole”—my umbrella term for uncertainty over which …

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New Version of the Confidentiality-Agreement Template Uploaded

I’ve uploaded a new version of the confidentiality-agreement template. It reflects the following not-earth-shattering changes: @bradleybclark pointed out that in one bit of questionnaire guidance …

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Seeking Caselaw Featuring Antecedent Ambiguity

In this December 2011 post I wrote about a contract dispute caused by uncertainty over what the phrase “said cost” referred to. On further reflection, …

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What Does It Take to Overcome Inertia?

In this recent post I wrote about how customers can be an obstacle to change. But inertia has been on my mind more generally, too. …

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Do You Work with Translated Contracts? Juliette Scott Wants to Hear from You

Given that traditional contract language is confusing for native English speakers, it stands to reason that translating contracts from or into English would be a …

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Reflections on Australian Contract Drafting

My lightning visit to Australia of course makes me an expert on Australian contract drafting. So here are some general impressions: “Plain Language” A significant …

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Partner “Of” or Partner “In”?

The following is from reader Dan Devaney in Honolulu: I was not able to find any discussion on your new or old site discussing partners. …

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“Shall Require”

Consider the following: Company shall require each of its subcontractors to provide insurance coverage … . Do you think a reasonable reader, or a judge, …

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“Free” At All Cost?—A Response to Bill Carleton

Today I read Bill Carleton’s post “Outing Startup Legal Documents.” In this May 2011 post (and in the comments to that post) I explained why …

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Rachel Rogers and DIY Contracts

I spotted on Twitter @APribetic, @carolynelefant, @btannebaum and others talking about a video posted by one Rachel Rogers (and available here) that encourages entrepreneurs who …

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My New 80-Second Video on Koncision's Confidentiality-Agreement Template

We’ve overhauled the page where you can subscribe for free, for one year, to Koncision’s confidentiality-agreement template. It’s at www.contractexpress.com/KoncisionNDA. While you’re there, check out …

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“Shall Refrain”

I recently received from a reader the following email bringing to my attention shall refrain: Have you ever seen or written about a negative covenant …

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Tim Cummins of IACCM Interviews Me

Something that slipped through the cracks during my trip is Tim Cummins’s interview with me on his Commitment Matters blog; go here. Nothing I say …

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Are Your Customers an Obstacle to Change in Contract Drafting?

I’ve thought it clear enough why companies don’t clean up their template contracts: Those who make the decisions are unaware of the problem. Or they’re …

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Don’t Forget About Corporate Resolutions!

I was pleased to receive a couple of weeks ago an email from Jim Schmitt, chapter relations manager of the Healthcare Financial Management Association. Here’s …

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Revisiting the Layout of Australian Contracts

In this December 2011 post I considered document-design “bling” in Australian contracts. I’d now like to consider another issue relating to the look of Australian …

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“The Structure of M&A Contracts” Now Available As eBook

It’s taken a year, but my book The Structure of M&A Contracts is now available as an ebook. More specifically, it’s available on Thomson Reuters’s …

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“Need Not”

I recently picked up a useful tip from an unlikely source—one of my own webcasts. Osgoode Professional Development has been running my “Drafting Clearer Contracts” …

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Ridacto, A New Contract-Analysis Tool: Q&A with Founder and CEO Max Mednik

People who work with contracts have available to them an increasing number of information-technology tools that seek to improve your contracts or speed the contract …

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Westlaw Drafting Assistant?

I confess that while I was at LegalTech I did only a minimal amount of prospecting at other booths, so I didn’t get to speak …

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Drive-By Interview With Yours Truly at LegalTech

On Monday I had the pleasure of meeting at LegalTech Ari Kaplan, prolific observer of the legal scene. He did an impromptu guerilla interview of me …

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I’m at LegalTech New York. Oh, and You Can Now Get a Free One-Year Trial Subscription to Koncision’s Confidentiality-Agreement Template

Today (Monday, January 30) and tomorrow I’ll be at LegalTech New York, one of legions manning the new, double-wide Business Integrity booth (324/326). If you’d …

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New Case on Unilateral Right to Amend Contract Provisions

Reader Bradley Clark, proprietor of the Texas Law Blog, let me know about the recent Fifth Circuit Court of Appeals’ opinion in Carey v. 24 …

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New Glenn West Article on the “No Recourse Against Others” Clause

Readers of this blog will be familiar with Glenn West and his articles on extra-contractual liability (click here for a copy) and on consequential damages (click …

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A Second (and Third! and Fourth!) Unhelpful Use of “Such”

MSCD 12.349 notes that in contracts not only is such is used to mean “of this/that kind” (its meaning in standard English), it’s also used …

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