This Voltaire aphorism has been doing the rounds on social media: “Doubt is not a very agreeable state, but certainty is a ridiculous one.” In addition to applying to a zillion other circumstances of modern life, it applies to *drum roll* contract drafting! More specifically, it applies to an exchange from years ago that popped up randomly last week when … Read More
The phrase is defined herein is never a good sign. First, in the extract below, is defined herein to mean is a bloated version of means. Use means instead. Second, which is defined herein to mean, with or without parentheses, allows you to put a definition in a nonrestrictive clause. If the defined term you’re creating is worthwhile, it would … Read More
Should I have encountered agrees with earlier than today? Perhaps. But today was the day, so allow me to consign agrees with to oblivion. Where does agrees with occur? Let me count the ways. First, it occurs in the lead-in. No thanks—I’ll stick with The parties therefore agree as follows. Second, it occurs as a redundant dual verb structure in … Read More
This post is a companion piece to my post on intends to (here). It looks at unhelpful uses of intends that, looks at uses that seem legitimate, and then suggests how all this change the MSCD categories-of-contract-language framework. Compliance One use of intends that is to signal that an arrangement under a contract complies with law, notably tax law. Here’s … Read More
25+ years into this contract-language racket, I asked myself, What’s up with intends to? I intend to answer that question in this post. Let’s start with an example of intends to: PetVivo intends to utilize any proceeds from this offering promptly upon receipt from investors, regardless of the actual number of Units that are sold in this offering. A New … Read More
I’ve collected a handful of dual verb structures, all of which are bogus. Go here for those blog posts. Here, after a years-long gap, is another one: intend to X and shall X. Here’s an example: The Parties intend to report and, except to the extent otherwise required by Law, shall report, for federal income tax purposes, the Mergers as … Read More
See the accompanying screenshot? It features unhelpful use of enumerated clauses. MSCD recommends using enumerated clauses when you have introductory language followed by a series of parallel clauses and those parallel clauses are long enough, or there are enough of them, that the reader would appreciate having them enumerated, so it’s easier for the reader to distinguish where one clause … Read More
Hot on the heels of my post on material efforts, here are two contract extracts that feature the phrase unreasonable efforts. The first (immediately below) is redundantly tacked on to a reasonable efforts obligation. And generally, using a reasonable efforts standard is more efficient than deploying the double negative involved in expressing that someone doesn’t have to do something unreasonable. … Read More
I think it was in 2024 that I first encountered someone asking AI to revise contract language to reflect the guidelines in A Manual of Style for Contract Drafting. (See this blog post.) Well, I’m hearing that increasingly often. Three examples: My first example is the screenshot below of a March 2026 exchange of comments on LinkedIn. (Hi Joseph!) It … Read More
Excuse me for interrupting the nonstop fixation on AI, but I feel compelled to report another front in the efforts wars. It took me 20+ years to get around to it, but on a whim I searched on EDGAR for obligations to use material efforts. They don’t occur much, but it’s a thing. Here are five examples: I’m particularly fond … Read More
