Ken Adams

In Contracts, Everything Looks Like a Need for Expertise

“Confirmation bias” is a term for the tendency to interpret new evidence as confirming your existing beliefs or theories. The notion is expressed in the old saw that if all you have is a hammer, everything looks like a nail. My hammer is that it’s important to get right what you say in a contract and how you say it, … Read More

“Masterclass” Isn’t for Everyone

Last year the head of a government department that handles procurement had a dozen people on his team take my online course Drafting Clearer Contracts: Masterclass. Yesterday I asked him how it had gone. Here’s the most relevant part of what he had to say: “What I heard from most attendees is that they didn’t find your course useful in … Read More

Flipping the Table

On social media, it’s easy enough to find people discussing basic examples of suboptimal contract usages, such as exuberant use of all capitals. Such venting gets plenty of engagement, but generally I don’t join in. I’m reconciled to saying the same thing over and over again. For example, a search for efforts on my blog pulls up over 200 posts. … Read More

Gatekeepers, Scriveners, Enthusiasts, Influencers, Cheerleaders, and Clearinghouses: A Short History of Recent Legal Commentary

Legal commentary has gone through changes in the past twenty years that are comparable to what has happened to all commentary, in this country and throughout the world. Here are my impressions. Gatekeepers and Scriveners Twenty years ago, if I wanted to publish an article, I had a handful of possible outlets owned by various media companies and bar associations. … Read More

Where My Article on the Ambiguous “Material” Is Headed

I’ve occasionally mentioned on social media that I was working on an article about how the word material is ambiguous. Well, I finished it. The title is The Word Material Is Ambiguous in Contracts, Why That’s a Problem, and How to Fix It. It will be published next year in Scribes Journal of Legal Writing, but I’ll put a “forthcoming” … Read More

“End of Agreement”?

The drafting gods are toying with me! I sent the publisher the final manuscript of the fifth edition of A Manual of Style for Contract Drafting. The next day, I saw something I haven’t seen before that deserves to appear in MSCD5: the phrase End of Agreement. After I saw it in one contract, I of course went on EDGAR, … Read More

Is Clarifying the Scope of a Definition Worth It?

Last week I tweeted this image: In the tweet, I said this: There’s a disconnect in meaning between the definition (green) and the defined term (red). The way to fix it is by “clarifying the scope” of the definition: adding a phrase-plus-comma at the beginning of the defined-term parenthetical. Any suggestions? In a reply, I offered this fix, while acknowledging … Read More

MSCD5: Hunting Down Internal Inconsistency

There’s me, and there’s my writings. If you want to know what I think about something, you might want to start by consulting my writings, rather than asking me. I’ve been writing about this stuff for more than 20 years, and a lot of it is complicated, so I can only keep some of it in my mind at any … Read More

How Do You Learn How to Review a Contract?

Learning how to review a contract is the same as learning how to draft a contract: you have to know what to say and how to say it clearly and concisely. Of course, when you’re drafting, you’re in control, and you have a copy-and-paste starting point that you got from somewhere, so you can appear that you know what you’re … Read More