I’ve been remiss about asking my in-house-seminar clients for testimonials, and I resolved to fix that. Last week I was in Houston, and I’m pleased to have received the following testimonials (my thanks to Lori and Tim): Ken Adams has continually presented a great “Drafting Clearer Contracts” training program for our associates. His sessions are extremely clear and organized and … Read More
Here’s yet another cautionary tale. This article on Lexology by Doug Batey of Stoel Rives LLP considers a recent Idaho Supreme Court opinion addressing a dispute over a fee-shifting provision in a limited-liability-company operating agreement. Here’s the contract provision at issue: In any action or proceeding brought to enforce any provision of this Agreement, or where any provision is validly asserted as … Read More
As a follow-up to this recent post, let me tell you about another opinion featuring a dispute over a jurisdiction provision. (My thanks to the indefatigable Steven H. Sholk for the lead.) The case is D.B. Zwirn & Co. v. Dittman, No. 09 Civ. 10498 (S.D.N.Y. filed Mar. 23, 2010) (click here to go to a pdf copy). At issue was … Read More
Winning hearts and minds one contracts person at a time is a noble undertaking, but things certainly would go faster if I could convert entire organizations. For any organization looking to put its contract process on a more efficient footing, the first step would be to adopt a rigorous house style. Compiling a dozen pages or so of guidance of your … Read More
I noticed that in their current “Question of the Week,” the ABA Journal is asking who is better equipped to promote change, law firms or their clients. I won’t attempt to answer that. But I’ll note that although most of the chatter on change in the legal profession seems to assume that clients will be dragging law firms into the … Read More
In the course of telling someone in Canada where they could buy my book, I visited the MSCD page on Amazon.ca, Amazon’s Canada storefront. In addition to noticing that Amazon.ca doesn’t itself sell the book (buy it instead from Amazon.com), I saw that one “Mary M.” had recently posted a review. It’s positive, but it includes the following: The only … Read More
The other day while reading in the Atlantic Monthy “A Conversation with Jules Feiffer,” the great cartoonist, the following Feiffer observation caught my eye: Amidst all the insecurity, and the ambition, and determination, there are two things always at work. One is self doubt, and the other is arrogance. And they work hand in hand. That reminded me that change … Read More
A particularly prevalent usage is terms and conditions (and the shorthand T&Cs). Heck, it even surfaces in the everyday world—I’ve been known to throw a slipper at the TV when, at the end of a car ad, some voiceover guy drones on about how “terms, conditions, and limitations apply.” You can always do better than terms and conditions. Sometimes, as … Read More
Contrary to reputation, I’m not just a dry-as-dust, express-the-meaning-of-the-parties guy. I have a sensitive, truth-and-beauty side too. And to demonstrate that, I now bring you—cue tasteful music—the first AdamsDrafting art exhibit! It showcases the work of Russell Christian, a talented illustrator. And it was made possible by that noted patron of the arts, Business Integrity, developer of ContractExpress document-assembly software … Read More
I generally explain the concept of ambiguity by saying that if reasonable people read a given contract provision and derive different meanings from it, that provision is ambiguous. But that doesn’t quite capture the problem that alternative meanings pose for the contract drafter. It’s not only the reasonable reader that you’re worried about. Instead, you’re worried about anyone, reasonable or … Read More
