The post before this one—the one about a reference in an insurance policy to “insects, birds, rodents, or other animals” (here)—made me realize I have to restructure in one respect how A Manual of Style for Contract Drafting presents ambiguity. I put the discussion of ejusdem generis in the section of chapter 13 (Selected Usages) dealing with including. And I … Read More
I noticed this story from Iowa local news channel KCRG: An eastern Iowa veterinary hospital is suing its insurer in a dispute over the definition of an “animal.” … The lawsuit alleges that about 8:15 a.m. on Nov. 7, 2024, an adult deer crashed through one of the hospital’s windows and entered the building. “The deer rampaged through the property’s … Read More
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
I’ve written about the defined term this Agreement more often than I might have expected. (See for example this 2018 blog post and this 2016 blog post.) Yet here I am writing about it again, because I’d like to have in one place all my arguments on the subject, including one I’ve articulated only recently—what’s under the heading “An Explanation.” … 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
