Month: May 2013

The Nexus Between Contracts and the Law

If they want to avoid causing problems for themselves, parties to a contract should bear in mind that the law interacts with contracts in various ways: The law determines whether the parties have an enforceable contract, as opposed to an informal, and unenforceable, agreement. (For example, in common-law systems a contract promise has to be supported by consideration or by … Read More

Learned Helplessness and Contract Drafting

Here’s how Wikipedia describes “learned helplessness”: Learned helplessness is the condition of a human or animal that has learned to behave helplessly, failing to respond even though there are opportunities for it to help itself by avoiding unpleasant circumstances or by gaining positive rewards. Sound familiar? When it comes to contract language, I think of learned helplessness whenever I encounter people … Read More

Hey, Bar Associations! Want Your CLE Session to Be Well Attended? Make It About Contract Drafting

In my experience, people will turn out for continuing-legal-education sessions on contract drafting. For example, at those annual meetings of the Association of Corporate Counsel that I’ve attended, the sessions on contract drafting have been mobbed. And turnout at last week’s CLE event organized by the Idaho State Bar (see this post) conveyed the same message. So, bar associations, if … Read More

“Indemnify For, From, and Against”

In the discussion with Brian Buckham that gave rise to today’s other post on indemnification, Brian also mentioned use of the triplet for, from, and against in indemnification language. So I looked into that too. As far as I can tell, for, from, and against were originally linked to indemnify, hold harmless, and defend, as in the following from EDGAR: … Read More

“Indemnify From” Versus “Indemnify For”

Another of the speakers at last week’s CLE session in Boise organized by the Idaho State Bar (see this post) was Brian Buckham, of IDACORP, Inc. and Idaho Power Company. Brian told me about a basic issue relating to indemnification language that I hadn’t thought of previously, and he was kind enough to follow up with a couple of citations. … Read More

“Primarily”

At last Friday’s CLE session in Boise, I sat in on a lunchtime presentation by Ken Howell, of the law firm Hawley Troxell, on recent actions by the Idaho legislature that have a bearing on business. Obviously, I wasn’t in the target audience, but Ken caught my attention when he mentioned how, in connection with some tax legislation, the legislature … Read More

Notes from the Road: Idaho

Greetings from Boise! I’ve spent most of the week in Idaho at the request of the Idaho State Bar. The first stop was Coeur d’Alene (the northern blue marker in the map to the left). I arrived there on Tuesday, after flying to Spokane, Washington, the renting a car and driving half an hour. That’s what passes for adventure in … Read More

Tactics for Tackling Inertia: Green, Yellow, and Red

In this post and this post I explain why my approach to contract language doesn’t favor clarity over avoiding risk. There’s no plausible reason for anyone to spurn A Manual of Style for Contract Drafting. Nevertheless, inertia remains. Someone who attended one of my seminars made the following point in a LinkedIn message to me: I would love to be able … Read More

LawInsider.com: A New Database of EDGAR Contracts

A site called LawInsider.com has launched what it describes as a searchable database consisting of every contract on the SEC’s EDGAR system—over 250,000 contracts. And it’s free. You can search for contracts by categories, including contract type, law firm, state jurisdiction, and company name. The guy behind LawInsider.com is one Preston Clark, “an attorney turned businessman based in the San Francisco Bay … Read More

Back to Babel: LinkedIn Groups as a Source of Information on Contract Drafting

Three LinkedIn groups feature discussions related to contract drafting. “Contract & Commercial Management” caters primarily to contract-management professionals; you have to ask to join. I think anyone can join “Contract Drafters,” but the members I know are lawyers. “Drafting Contracts” is the newest of the three; it caters to lawyers, and you have to ask to join. (For anyone who’s … Read More