Ken Adams, Author at Adams on Contract Drafting

A Plausible Candidate for Contract Automation: The National Association of State Procurement Officials (NASPO)

24 November 2014 by Ken Adams

Change is facilitated by economies of scale: implementing a document-assembly system for contract drafting becomes more feasible if the aim is to serve many users, not one. That’s why I’ve long thought that it would make sense to have trade groups build document-assembly systems for use by their members. To be more specific, a plausible candidate for automated contract creation … Read More

What Information to Include for a Japanese Company in the Introductory Clause

20 November 2014 by Ken Adams

The party information you include in the introductory clause should serve to distinguish that party from anyone else bearing that name. But I’m acutely aware that what information you include can depend on the jurisdiction. This Tuesday, at my Tokyo “Drafting Clearer Contracts” seminar, I heard of another instance of that from Noboru Muranaka, a member of the legal staff … Read More

“Well and Truly”

9 December 201419 November 2014 by Ken Adams

Is there no end to the oddity of traditional contract legalese? Today we consider well and truly, which I was happily unaware of until I considered the recital of consideration featured in this post. Its use of well and truly caused me to hit EDGAR, where I found the following examples: This Agreement and each and all of the Obligations shall survive … Read More

A Recital of Consideration from Heck

19 November 2014 by Ken Adams

Reader Gabriel Kurcab, a lawyer at the Cincinnati law firm Katz Teller, sent me the following traditional recital of consideration, which he had found in a medical director agreement: NOW THEREFORE, KNOW ALL MEN BY THESE PRESENTS, accepting the above WHEREAS clause as true and incorporating same as if fully stated herein, that the parties hereto, in consideration of the premises and the … Read More

The Tortoise, the Hare, and Different Speeds of Mental Function

17 November 2014 by Ken Adams

The other day I had a chat with a BigLaw senior associate. He operates at a very high clock rate: he rattled off various doctrinal propositions that were foreign to me, and he suggested analogies to this, that, and the other. It was all rather over my head. But I’m fine with that, because I’ve long recognized that people’s minds can … Read More

Why It’s Important to Police Your Defined Terms

17 November 2014 by Ken Adams

I know only too well that if you draft a contract of any length and complexity, keeping track of the defined terms can be a challenge. It’s easy to find yourself using terms you don’t define, defining terms you don’t use, and using different defined terms to convey the same meaning. Thanks to Cousin Joshua, I learned about Wells Fargo … Read More

Seeking Objective Signs of Progress

14 November 201414 November 2014 by Ken Adams

I see plenty of signs of increasing interest in rational contract language. For one thing, people keep buying MSCD in healthy numbers, and I find appreciative readers in all sorts of place. But how about objective evidence that people are choosing to follow MSCD‘s recommendations? Well, here’s a little test I ran. I searched that great manure lagoon, the SEC’s EDGAR … Read More

Feedback from Participants at My University College London Seminar

12 November 2014 by Ken Adams

I described in this post how I had been a little nervous about how I’d be received in England. Well, the initial feedback from participants at my seminar for University College London suggests that I needn’t have worried too much. Here’s a sample: Ken’s personality and enthusiasm made the course. It has been a long time since I enjoyed a … Read More

Bringing Kaizen to the Contract Process

10 November 2014 by Ken Adams

I noted with interest this article in the New Yorker by James Surowiecki. It’s about how a focus on incremental gains, in sports and elsewhere, has led to a “performance revolution.” It begins by describing how a “technological and analytical arms race is producing the best athletes in history,” but it goes on to describe similarly dramatic improvements in performance … Read More

“To Wit” (And Submit Your Favorite Fatuous Archaisms)

9 November 20149 November 2014 by Ken Adams

During my public “Drafting Clearer Contracts” seminar in New York last Thursday, a participant mentioned the phrase to wit. Here’s what Black’s Law Dictionary has to say about it: to wit (too wit), adv. (14c) Archaic. That is to say; namely <the district attorney amended the complaint to include embezzlement, to wit, “stealing money that the company had entrusted to … Read More

Ken Adams

The voice that matters.