Ken Adams

It’s Never Good to Use “Shall Be” in an Autonomous Definition

In a LinkedIn post, I challenged readers to find for me a contract that used shall be or will be in creating an autonomous definition. I wasn’t surprised that I was the only entrant in that thrilling competition. I submitted the following example: Using shall be in this context is as unhelpful as using is. That’s something I discuss in … Read More

On-Demand “Drafting Clearer Contracts” Training: Sign Up for News!

My notion of offering an on-demand module of my Drafting Clearer Contracts training is slowly shifting from a gleam in my eye to reality. Videos and Quizzes This module will consist of 200+ short videos, some proportion of them accompanied by automated quizzes. The foundation of Drafting Clearer Contracts training is my book A Manual of Style for Contract Drafting. … Read More

The Form Is Copy-and-Pasted, and So Is Everything Else: Thoughts Prompted by Chowdhury, Chudkowski & Gulati

Recently I encountered this law review article: Tara Chowdhury, Faith Chudkowski & Mitu Gulati, The Form Knows Best, 79 U. of Miami L. Rev. 607 (2025). In this post, I explain two quibbles. I also suggest that the reality the authors describe is better explained by copy-and-pasting, as opposed to being driven by forms. The Article In their article, Chowdhury, … Read More

A Note from a Grateful Reader, and My Reply

The image below contains the text of an email message I received from a law student yesterday. In case it’s of interest, here’s how I responded: Hi [Name]. Fortunate is the author who gets this sort of message from a reader! Now that you’re on the road to being an informed consumer of contract language, I offer the following suggestions: … Read More

The Legalistic Mind Can Rationalize Anything

If a contract usage has been around long enough and appears in enough contracts, you’ll find people to defend it, no matter how archaic or otherwise nonsensical it is. A case in point: yesterday Ryan McCarl did this LinkedIn post about the word witnesseth, calling it a “meaningless incantation.” That prompted one reader to say this (in two comments I’ve … Read More

A New Variant of Ambiguity of the Part Versus the Whole

Thanks to longtime tipster Steven Sholk, I learned of the recent opinion of the First Circuit in Dahua Technology USA, Inc. v. Feng Zhang (here). The language at issue is in the image at the top of this post, but the key component is “the Company agrees to make monthly severance payments to you in the amount of $680,000 for … Read More

Using Only Words to State Numbers?

Over the years, I’ve written plenty about the practice of expressing numbers using both words and digits, as in five (5) days’ notice. In MSCD, I recommend using words for one through ten and digits for 11 and up (with some obvious exceptions). I also discuss using only digits. (Go here for an extract of the relevant pages.) But I’ve … Read More

More Public “Drafting Clearer Contracts” Training

Now that all my scheduled public Drafting Clearer Contracts training has wrapped up, I’ve been asked politely when I’m going to get my act together and schedule more training. Well, that time is now! Here’s what I’ve just scheduled: For more information, and to register, go here. I wouldn’t get to keep doing this training if people didn’t find it … Read More

Glenn West’s New Article on the Meaning of “Material”

I belatedly noticed that Glenn West has written another Business Law Today article. This one is entitled On the Meaning of “Material”. In it, he cites my 2023 law review article The Word Material Is Ambiguous in Contracts, Why That’s a Problem, and How to Fix It. It’s nice that someone noticed it! 🙂 Here are a couple of thoughts … Read More