Ken Adams

New Series of “Drafting Clearer Contracts: Masterclass” for Fall 2022

I finally got my act together and published four new series of my online course Drafting Clearer Contracts: Masterclass. Here’s when each series begins: Wednesday, 3 August 2022, at 11:00 am ET Thursday, 1 September 2022, at noon ET Monday, 3 October 2022, at 11:00 am ET Tuesday, 1 November 2022, at noon ET For more information and to register, … Read More

Be Careful Where You Get Your Contracts Expertise

This is from a 20 June 2022 Artificial Lawyer item entitled CLM Without Expert Legal Input Is “Quite Scary”, about how the UK-based law firm Addleshaw Goddard (AG) is helping clients implement contract-lifecycle-management (CLM) systems: The rest of this post is on the LegalSifter blog, here.

MSCD5: The Countdown Begins!

Well, friends, last night I submitted to the American Bar Association the manuscript for the fifth edition of A Manual of Style for Contract Drafting. If all goes well, it will appear sometime before the end of the year. The fifth edition is about 10% longer. I’ve revised and expanded many topics, and I’ve added new topics. Consider chapter 6 … Read More

Here’s an Alternative to the Usual “Consequential Damages” Randomness

I’ve written about consequential damages (primarily in this 2010 post and the follow-up), but I’ve been acutely aware that I’ve pointed out problems without proposing a better way to handle excluding consequential damages. That’s what I attempt with this post. Here’s a randomly selected limitation-of-liability provision: In no event shall a party have any liability to another party for any … Read More

Revisiting “Good and Valuable Consideration”

In 2015 I did this post about the phrase good and valuable consideration. Well, I underestimated how stoopid it is. Here’s an example of a traditional recital of consideration: NOW, THEREFORE, in consideration of the premises and the mutual covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the … Read More

The Ten—Uh, 11—Commandments of Drafting Business Contracts

Inspired by this morning’s post about not making contract language too informal, here are my 11 commandments for drafting business contracts: Contract language should be clear. Contract language should be only as complicated as it needs to be. Contract language should be precise. Contract language should omit redundancy. Contract language shouldn’t say the same thing twice. Contract language should be … Read More

“24/7” and the Limits of Jargon [Updated: It’s Actually Informal!]

[Updated 10:30 p.m. ET, 9 May 2022: Thanks to Josh’s comment, I now have a different take on 24/7. It’s not limited to contracts—one hears 24/7 in all sorts of contexts. So I don’t think it’s jargon. Instead, it’s informal. I suspect that it’s more common in speech than in writing; that’s often the case with informal usages. But it’s … Read More

Contract Drafting and the Tragedy of the Commons

You’re familiar with “the tragedy of the commons,” right? Individual users have open access to a resource. In using that resource, they’re unconstrained by formal rules or shared social structures, so each user acts independently according to their own self-interest. But that’s inconsistent with the common good, because through their uncoordinated action, users deplete that resource. Hence the tragedy. The … Read More

“Drafting Corporate Resolutions,” Rescued from Oblivion

A casualty of the fourth edition of A Manual of Style for Contract Drafting was what had been chapter 20 of the third edition, entitled “Drafting Corporate Resolutions.” I figured that the book had gotten big enough that that chapter, which doesn’t have anything to do with contracts, would be clutter. But that chapter is a good example of what … Read More