If a contract usage has been around long enough and appears in enough contracts, you’ll find people to defend it, no matter how archaic or otherwise nonsensical it is. A case in point: yesterday Ryan McCarl did this LinkedIn post about the word witnesseth, calling it a “meaningless incantation.” That prompted one reader to say this (in two comments I’ve … Read More
Thanks to longtime tipster Steven Sholk, I learned of the recent opinion of the First Circuit in Dahua Technology USA, Inc. v. Feng Zhang (here). The language at issue is in the image at the top of this post, but the key component is “the Company agrees to make monthly severance payments to you in the amount of $680,000 for … Read More
Over the years, I’ve written plenty about the practice of expressing numbers using both words and digits, as in five (5) days’ notice. In MSCD, I recommend using words for one through ten and digits for 11 and up (with some obvious exceptions). I also discuss using only digits. (Go here for an extract of the relevant pages.) But I’ve … Read More
Now that all my scheduled public Drafting Clearer Contracts training has wrapped up, I’ve been asked politely when I’m going to get my act together and schedule more training. Well, that time is now! Here’s what I’ve just scheduled: For more information, and to register, go here. I wouldn’t get to keep doing this training if people didn’t find it … Read More
I belatedly noticed that Glenn West has written another Business Law Today article. This one is entitled On the Meaning of “Material”. In it, he cites my 2023 law review article The Word Material Is Ambiguous in Contracts, Why That’s a Problem, and How to Fix It. It’s nice that someone noticed it! 🙂 Here are a couple of thoughts … Read More
When I try to make sense of a big new topic, usually I ask myself, What’s the taxonomy? What’s a sensible way to divide the pie? That’s what I did with the sources of uncertain meaning in contract language. A Manual of Style for Contract Drafting contains my most up-to-date take on that taxonomy, but this 2016 article covers the … Read More
On the Road Again Last week I traveled to Helsinki to do a Drafting Clearer Contracts presentation for a Finnish company. This was my first in-person presentation outside the United States since late 2019, when I did a memorable presentation in Seoul that I describe in this blog post. That was the culmination of several years of traveling the world … Read More
Gaining control over your contract verb structures requires that you be familiar with “throat-clearing.” What’s throat-clearing? It’s when a drafter sticks a redundant verb structure at the beginning of a sentence. As my gift to you, here’s part of the MSCD section on throat-clearing. The reason for this post is that recently I realized you can have throat-clearing that uses … Read More
You can state numbers as numbers: We ate 25 pizzas! Or you can make numbers do specialized work by grafting on to them a symbol (or, if you insist, a word) so you can state an amount of money: The pizzas cost us $536! Or to the same effect, you can state a percentage: Laquana ate 45% more pizza than … Read More
Somehow, I now find myself articulating for the first time concepts I’ve relied on since forever. Today’s concept is “semantics hygiene”. That’s my term for getting in the habit of expressing yourself clearly in contracts, even if in a given context little or nothing is at stake. The term “semantics hygiene” is brand new. I first used it a couple … Read More
