Month: December 2017

Where in a Sentence Should You Place a Conditional Clause? (Plus Observations on the Nature of Contract Language)

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[Updated 1 January 2018: Revised to reflect that the photo included in Bryan Garner’s tweet features not exceptions (as I originally stated) but conditional clauses.] I noticed an exchange between D.C. Toedt and Bryan Garner. Because it allows me to address a moderately interesting issue, namely where in a sentence you should put a conditional clause, I permit myself to wade … Read More

Rethinking Your Templates Instead of Just Redrafting Them

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In this post I critique Shawn Burton’s article in the Harvard Business Review in terms of the guidance it offers on making your contracts clearer. But it also offers a useful reminder of the benefits of overhauling your templates top to bottom. Usually when I work on a template for a consulting client, I start by redrafting their version of … Read More

Optimal Contract Language Requires More Than Enthusiasm: My Critique of Shawn Burton’s Article in the Harvard Business Review

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Just in time for Christmas, the January–February 2018 issue of the Harvard Business Review offers us a lump of coal in the form of an article entitled The Case for Plain-Language Contracts (here). It’s by Shawn Burton, general counsel of GE Aviation’s Business & General Aviation and Integrated Systems businesses. It describes “a three-plus-year effort to promote plain-language contracts at GE … Read More

Who You Gonna Trust?

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I used to use King Arthur organic all-purpose flour for all my baking. Now I use King Arthur only for bread and pizza; for cakes and pastries, I’ve switched to Gold Medal all-purpose flour. Why? Because Stella Parks (@BraveTart) recommends Gold Medal. When it comes to baking sweet things, what @BraveTart recommends, I do, with a salute and a smile on … Read More

“Compensation” Versus “Remuneration”

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Today I tweeted the following: I suggest that we can consign "remuneration" (and "remunerate") to the scrapheap, use "compensation" (and "compensate") instead. — Ken Adams (@AdamsDrafting) December 20, 2017 It prompted the following tweet from the redoubtable @IPDraughts: No, no, no. Compensation is what you get when you are injured by an industrial accident. Pay is what you get from … Read More

An Efficient Way to Link Statements of Fact to Termination Provisions

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In recent consulting projects I’ve found myself revising client contracts that address issues as both statements of fact and grounds for termination, as in this made-up example: Widgetco states that the Widgets are in good working condition. Acme may terminate this agreement if the Widgets are not in good working condition. My book The Structure of M&A Contracts (here) discusses how … Read More

Yes, the E-Book Version of the Fourth Edition of MSCD Is Now Available

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I’ve update this site’s page for A Manual of Style for Contract Drafting (here) to make it clear that the ABA’s e-book version is now available. Go to this page of the ABA Web Store and click on the print or e-book option, as you prefer. In a few months the fourth edition should be available on Kindle and iBooks.

When Litigating Confusing Contract Language, It’s Best to Have a Frame of Reference (Featuring “Stepped Rates” and “Shifting Flat Rates”)

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During my blogging-in-my-bathrobe years, I entertained myself by trawling on Westlaw for court opinions dealing with confusing contract language. Good times. In a fit of nostalgia, this evening I went back to Westlaw and entered a search, saying to myself, Yes, I can still do this! But I’d obviously lost my touch, because I forgot to limit my search to recent … Read More

Has “A Manual of Style for Contract Drafting” Failed?

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[Updated 9 December 2017: I know that some of you wonder why I give airtime to people who disagree with me. Those people fall into two categories. First, there are those with some sort of credentials who publicly attack my work without justification; I think it’s in my interest to defend myself against them. An example is the person who … Read More

I Respond to a Comment by Angela Swan of Aird & Berlis and Osgoode Hall Law School

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I noticed that John Gillies’s review of the fourth edition of A Manual of Style for Contract Drafting (here) attracted a few comments, including this one by Angela Swan, counsel at the Toronto law firm Aird & Berlis and adjunct professor at Osgoode Hall Law School, York University: Adams is dead wrong in his views on the various “efforts” clauses one … Read More

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