Consider the shall in this sentence from a public-company merger agreement: As soon as practicable after the First Effective Time, the Exchange Agent shall, on behalf of all such holders of fractional shares of Parent Common Stock, effect the sale of all such shares of Parent Common Stock that would otherwise have been issuable as part of the Merger Consideration … Read More
Let’s fill a gap in A Manual of Style for Contract Drafting! MSDC has something to say about mutually agree, and it has something to say generally about reasonably modifying a verb, but it doesn’t say anything about reasonably agree. I’m here to tell you that if you’re contemplating using reasonably agree in a contract, you might want to hold … Read More
In this post, I explain why in contracts, instead of the conjunction once, I use if or I just delete once, depending on the context. I do that because when drafting a contract, you should aim to make all your choices be good ones, whether a lot is at stake or only a little. Or as we are prone to … Read More
I recently noticed a LinkedIn post by Saul Lieberman. It’s about the ostensible differences between indemnify, defend, and hold harmless. In a comment (here) to his own post, Saul mentions Chesterton’s fence. I was happy to be reminded of it. “Chesterton’s fence” is the name given a parable offered by G.K. Chesterton (best known now as author of the Father … Read More
In the post before this one, I consider, among other sentences, Acme is not prohibited from selling the Widgets. I’ve now changed my mind about how it should be treated. This story begins with my saying Nothing in this agreement prohibits Acme from selling the Widgets. Then, I added this to the fifth edition of MSCD: “Use is not prohibited … Read More
Consider this sentence from a contract between Acme and Widgetco: Acme may sell the Widgets. Does it mean that under the contract, Acme has the discretion to sell the widgets? Or is Acme asserting the fact that nothing in the world at large prevents Acme from selling the widgets? (I’m ignoring whether may is used in this sentence to mean … Read More
The post before this one (here) is my critique of ISO 24495-2:2025 (Plain language — Part 2: Legal communication), published by ISO (the International Organization for Standardization). In that post, I say the writing in ISO 24495-2 is clumsy, and I include a link to a document with some sentences from ISO 24495-2 and how I would rewrite them. In … Read More
It might be time to try in-person public Drafting Clearer Contracts presentations using an innovative model that worked well before the pandemic. Used to do in-person public Drafting Clearer Contracts presentations in partnership with some other organization. My partners arranged premises (usually at a hotel) and were responsible for marketing and sales. I got a cut of the proceeds. Because … Read More
When? I’ve scheduled the first two series of Drafting Clearer Contracts: Masterclass for 2026. One begins on Wednesday, 21 January 2026, at 11:00 a.m. ET; the second begins on Tuesday, 17 March 2026, at noon ET. And I’ve scheduled one Drafting Clearer Contracts presentation, on 8 and 9 April 2026, starting at 11:00 a.m. ET. More of both kinds of … Read More
I’ve explained elsewhere that it’s inane to use an initial capital A in a contract’s references to that contract (as in this Agreement). Go here for my 2018 blog post on; for the definitive take, see MSCD. But I’ve been aware for a while that the urge to inflict an unnecessary initial capital on stuff that’s … IMPORTANT occurs outside … Read More
