Apparently Some of You Don’t Always Agree with Me

Tombstone[Updated 9 March 2021]

Recently a handful  of people have in passing expressed to me the same sentiment: they don’t always agree with me.

Given how often I hear this, I’ve long thought that my epitaph should be, “People didn’t always agree with him.”

It seems pointless simply to tell me that you don’t always agree with me. What am I supposed to make of that? If it were the opening salvo of a discussion in which we explore the nature of any disagreement, that could be worthwhile, but it’s rarely what happens.

I see three possible explanations for someone saying they don’t always agree with me. First, sometimes what they mean is that they’re not in a position to adopt an approach I recommend. Of course: I always stress that whether you’re able make a given change depends on the context.

Second, sometimes it seems as if the speaker just wants to make it clear, perhaps to themselves as much as to me, that their views on such matters carry as much weight as mine.

And third, they might in fact have one or more specific issues in mind but they haven’t gotten around to telling me.

If for whatever reason you have the urge to tell me that you don’t always agree with me and you leave it at that, you can expect me to shrug and move on. But if you follow up by explaining what’s on your mind, and it’s clear that you’re familiar with my views, you’ll have my full attention. There’s nothing I like better than having someone show me I’m wrong.

[Thank you to my daughter Sydney for the illustration.]

About the author

Ken Adams is the leading authority on how to say clearly whatever you want to say in a contract. He’s author of A Manual of Style for Contract Drafting, and he offers online and in-person training around the world. He’s also chief content officer of LegalSifter, Inc., a company that combines artificial intelligence and expertise to assist with review of contracts.

8 thoughts on “Apparently Some of You Don’t Always Agree with Me”

  1. Hopefully helpful hypothesis:

    You promote MSCD as a package of conventions to adopt in one fell swoop. Repent your sins and adopt a [the] style guide!

    MSCD is broad in scope. And you make the case for each commandment with different kinds and amounts of support. Your own views evolve admirably and transparently here at your blog. Everyone I know who’s taken the time to read MSCD has come away converted on at least one ingrained drafting habit they simply wouldn’t have reconsidered critically on their own.

    But if you’re contrarian enough to commit contract apostasy, you’re probably ill disposed to swap in MSCD as simple substitute for “Do as partner says”, “Do as Garner says”, or whatever broad fiat absolved you of accountable choice before a seditious thought crossed your mind. Rather, Mellinkoff, Kimble, Garner and now especially Adams can be awakening, liberating reads. It’s an emancipation from old methods we never liked or understood, bad traditions we see suffocating colleagues, clients, and a whole lot of life’s precious moments.

    The overall impression of so many specific, evolving no-nos, debunkings, and guidelines is that research and new achievement in the craft are, despite lawyering’s rap, very possible. Not that it’s an easy field—MSCD sets high bars for the kinds and quantity of research and argument required—but it’s an open one. Progress is just really hard work, and since contracts are so important, a little progress could go a long way. If we care enough to read a book about better contract drafting and take it to heart, it’s damn hard to delegate that project to you alone, counting our prayers and holding our noses until the next edition.

    So “I don’t agree on everything.” feels meaningful, culturally and professionally, because MSCD is oft proffered as a package deal, and because it calls out the distinction between the grand project—polishing the tarnish off contract with the fine abrasives of verifiable research and explicit argument—and MSCD, one shining product of that project. At least from me personally, and among others I’ve spoken to about your work, it’s about reinforcing that we’re with you and we support both you and your methods, even if we don’t exactly keep MSCD next to scripture in our homes. We all buy the book, but not always, perhaps, to use as you might like or intend.

    If it’s any consolation, I suspect we’d be even less useful to you here on the blog if we did. When you hear the old saw in person at trainings and seninars, I suppose you already send them here. As well you should!



    • Sure, except you’re setting up and knocking down a straw man. Nowhere in this short blog post do I suggest that my work be accepted as a package deal. Instead, I make a different point twice. I’m not going to make it a third time here.

      • Forgive me: You asked what you’re supposed to make of the comment when it isn’t followed by specific gripes. Perhaps that was rhetorical. Seeing no answer later in the post, I didn’t read it that way.

        Even if the style guide concept isn’t mentioned in this post, it’s mentioned elsewhere. I assume it features prominently in your seminars, as well it should.

        That’s the context I think folks have in mind when they make the comment and stop. If the whole frame of reference is specific guidelines and their support, you’re right: The comment doesn’t mean anything. But in a broader context, broad enough to encompass the blog, the social dynamics of practice, and the project of plainer language more generally, I think it might mean something very significant. Something lots of folks have taken the time to say. I gave a theory.

        They may not all mean as I suspect. But I don’t think it’s all about ego, either. It’s far easier to stroke one’s self image by openly not “agreeing with everything Ken says” after he’s left the scene, to the familiar colleagues who remain.

        • OK, I get your point; thank you for taking the time to make it.

          But I’ve shown that I’m open to revisiting all sorts of topics. And MSCD has changed considerably over the years. Since we’re dealing with a work in progress, it seems odd that people would note that they disagree about something or other without offering any clues as to what they’re referring to.

          As regards the notion of a package deal, in any complex undertaking it makes sense to rely on specialists. At some point it will be a waste of people’s time and energy to curate their own contract usages as opposed to following my guidelines. I leave it to others to determine when we reach that point.

          • Emphatically agreed! Glad to be of some small service. Re specialization: I’ve “come around” to more of MSCD, in more time, than perhaps I’ll ever admit!

            On a not-totally-unrelated note: Have you ever considered systematizing online feedback and errata to MSCD? One idea: Share a Google Drive document with space for errata and comments, organized by MSCD section number. Then open it up to public Track Changes.

            A few virtues:

            1. No significant chunks of MSCD floating around the Internet to give your publisher heartburn.
            2. Might supplement (or even track) your own, private process for revision.
            3. Much easier to reference than the blog, for those who have and use MSCD.
            4. Makes a great case for the purchase price of the next edition as it gets longer.
            5. Easy to reduce the upshots of conversations via other channels—Twitter, blog, seminars—to a single place. Since a document is even more approachable than any of those platforms individually, you could ask folks to follow up on comments elsewhere via comments to the document.

            Would be happy to assist.

          • Ken:

            A useful addition would be a versioning process where groups could sign up to the same version, with a limited number of people permitted to publish within-group authoritative additions.

            For example, a corporate legal department could have a commonly marked up version of MSCD for their own use. It could usefully say when we will deviate from a recommendation in MSCD, using criteria like whether it is a vendor or customer contract, whether we had control of the first draft, how much money is being exchanged, etc. And further, we could note those parts where we won’t adhere to MSCD (like … you know … formatting!).


  2. Dear Ken,

    1/ Any common context on the ‘don’t always agree’ remarks? The rhetorical architecture suggests that it’s used to add weight to a statement of agreement, as in, ‘I don’t always agree with you, but when you’re right, you hit the nail on the head’. Lyndon Baines Johnson is supposed to have said, ‘If two people always agree, one of them is unnecessary’.

    2/ I like the idea of an online companion to MSCD, but like less the idea that every edition of MSCD must be longer than the previous one. As you win more arguments, you needn’t support your recommendations at the same length. The space thus saved can be spent on new material, leaving the overall work about the same size. Please don’t make the font progressively smaller with each edition.

    3/ I don’t always agree with you. FOR EXAMPLE, I don’t think ‘shall’ means ‘has a duty to’, but rather ‘hereby takes on a duty to’. MY REASONING IS THIS: ‘Has a duty’ describes a present situation; it does not work a change in legal relations. ‘Hereby takes on a duty’ transforms a legal relation. AN ARGUMENT FROM ANALOGY IS THIS: You wouldn’t be satisfied to grant licenses this way: ‘Acme has a license to make Widgets’. You would insist on ‘Widgetco hereby grants Acme a license to make Widgets’.

    Safe travels. I enjoy your notes from the road and the pictures. I loved your Tweet ‘Imagining the most depressing cookbook title ever: “Cooking for One in Your Hotel Room” *sobs quietly*.’



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