I’m prone to suggesting that the dysfunction in mainstream contract language can largely be attributed to the precedent-driven nature of transactional work. But perhaps another factor plays a supporting role. (Caveat: what follows is semi-informed speculation.) I suspect that a large majority of analytical materials relating to transactional work are prepared by practitioners. And of those materials, I suspect that … Read More
Two items I posted today considered the format of page numbers and use of logos in headers and footers. And comments to this October 2009 post alluded to putting file names in the footer. So I got to thinking about other things that can go in headers and footers. I’ve sometimes seen the notation “Confidential” in a footer, the aim … Read More
I’ve occasionally seen, or heard of, contracts with a company or law-firm logo in the header or footer. And contracts can be printed on letterhead. Do you include a logo in your contracts? If you do, I invite you to post a comment explaining how and why.
While leafing through a company’s template contracts today, I noticed that they use the page-number format Page X of Y. This page-numbering format offers two benefits. First, it lets the reader know how long the document is. And second, it precludes anyone from surreptitiously tacking on additional pages post-signing. But I don’t find those advantages particularly compelling. If readers want … Read More
This blog has been included in the ABA Journal’s “Blawg 100“—their listing of “the best legal blogs as selected by the Journal’s editors.” It’s always gratifying to have one’s efforts recognized. And although I haven’t read all other 99 blogs, I visit a good number of them regularly and have heard good things of many of the rest. So it … Read More
Last week’s class in my Penn Law course on contract drafting was devoted to a conference call on the topic of contract drafting at law firms. Longtime readers of this blog will recognize two of the participants: Michael Fleming, partner at Larkin & Hoffman in Minneapolis and well-known cyberspace guy, and Mike Wokasch, a savvy fourth-year associate at Quarles & Brady’s … Read More
Yesterday I revisited the question of the relationship between a license and the contract that grants the license. This issue arose in connection with a trademark license agreement I’ve been redrafting. The original version says that the license is “nonassignable,” and I’ve been contemplating deleting that adjective on the grounds that the question of assignment of the license would be … Read More
Today I encountered shall never in a contract. I think it’s a form of rhetorical emphasis—you’re saying the same thing as shall not, but you’re also banging your shoe on the table. So I never say shall never.
I was reminded today how the word product can be a nuisance when drafting, for example, a license agreement providing for a royalty based on products sold. Product can be used to refer to a product line, with its own SKU, or it can mean individual samples of a product line. I use the defined term the Product for the … Read More
In my recent blog post about how BigLaw associates have thus far been immune to the charms of my West seminars (click here), I offered some reasons as to why that might be the case. But I omitted one possible reason—that learning how to draft contracts ranks low one’s list of priorities. My thanks to commenter Damon for showing me … Read More
