ABA 2007 Annual Meeting (Including My Panel-Discussion Materials)

I had originally had in mind some sort of journalistic report on my “How to Write Better Business Documents” panel discussion and other goings-on at the ABA’s 2007 annual meeting in San Francisco. But I’ve recovered my sanity and concluded that any such account would be infernally dull and indiscreet—an unpromising combination.

So I’ll limit myself to the following: I was delighted to finally meet Dick Wydick in person, and it was great to see Bryan Garner again after some eight years. I enjoyed the panel discussion, and the Business Law Today editorial board—BLT sponsored the event—apparently regarded it as a success.

You might find of interest the materials I prepared for the panel discussion. I selected from the SEC’s EDGAR system, largely at random, a contract that I thought representative of mainstream contract drafting. I then culled from it two short extracts. The materials consist of the “before” version of those extracts, the “before” version annoted with 90-plus footnotes, and the “after” version, as redrafted by me.

I’ve made a couple of changes: I supplemented footnote 13 of the annotated version of extract 2. And I fixed a glitch in section 6.7(b) that Bryan pointed out to me. (There’s nothing like time and an extra set of eyes for spotting glitches.) But don’t consider the indemnification language in the “after” version as being set in stone. When I come up with indemnification language that I regard as definitive, I’ll let you know!

Incidentally, I think that contract exegesis of the sort contained in the materials is the best way to convey (1) the extent of the problems afflicting contract prose and (2) the cumulative effect of the changes I recommend.