As I noted in this 2013 post, I’ve long thought that it would be valuable to do a study of what proportion of contract disputes are caused by problematic contract drafting. Well, this notion has advanced from the hypothetical to the possible. So here are some thoughts as to how this might be done: I assume that it would make senses … Read More
Only one person (other than me!) can be counted on to write law-review articles relevant to the building blocks of contract language. That person is Glenn West. It’s a red-letter day when a new Glenn West article plops off the production line, and today I received from the man himself a copy of Consequential Damages Redux: An Updated Study of the Ubiquitous and Problematic “Excluded Losses” … Read More
The registration information isn’t up yet, but here are the dates for my 2016 seminars in the United States with West LegalEdcenter: March 24, Austin, TX April 21, Pittsburgh, PA May 19, Chicago, IL June 9, Morristown, NY June 23, Seattle, WA September 15, Boston, MA September 22, Indianapolis, IN October 6, Washington, DC October 27, Minneapolis, MN November 3, … Read More
I’ve written several posts, most recently here, about why it’s a bad idea to use both words and digits to express a number. This post is about something else relating to numbers: the notion that you should use only digits to express all numbers. I’ve long recommend that you use words for numbers one through ten and digits for 11 … Read More
I recently saw this tweet by @CherylStephens: Contract says "Company has the right to request" when it means "can require." Right? Otherwise, just says they can ask? — CherylStephens.com (@CherylStephens) September 12, 2015 Ah, I said to myself, may request! Categories-of-contract-language issue 24,773! So I popped some penicillin and waded into EDGAR. Here’s a taxonomy of may request. Restrictive Relative Clause … Read More
The ACC Docket has just published (here) my article Fixing Your Contracts: What Training in Contract Drafting Can and Can’t Do. My co-author is Chris Lemens, a longtime reader and commenter. I have no particular gloss to put on this article. If any thoughts come to mind, by all means put them in the comments.
For some kinds of contracts—mostly where there’s a disparity of bargaining power—some companies prefer using the first person (we, us, our) to refer to themselves and the second person (you, your) to refer to the other guy. Going that route has implications. For one thing, it wouldn’t make sense to use shall in such contracts. I wrote about that way … Read More
The fall seminar season starts soon, so I’m taking the liberty of reminding you of the following public “Drafting Clearer Contracts” seminars outside of the US: Dubai, 18–19 October (moved from Qatar) Toronto, 21 October Toronto, 22 October (“Advanced ‘Drafting Clearer Contracts’: An Intensive Program in the Categories of Contract Language”) London, 2 November (and go here for feedback from participants … Read More
In this recent post I wrote about a Bryan Garner tweet on the subject of including but not limited to. Shortly after, Garner posted “LawProse Lesson #226” on the same subject. Since his post offers more detail than did his tweet, I thought I should check it out, but I found that it reflects his unhelpful approach to contract language. Let me … Read More
Remember without limiting the generality of the foregoing? (See MSCD 13.763–70 and this 2006 post.) Well, allow me to introduce you to its equally evil twin, in furtherance of the foregoing. They serve the same function, to the extent they can be said to perform any function. In fact, they’re sometimes conjoined: in furtherance of the foregoing and not in … Read More
