On Tuesday, December 9, I’ll be in San Francisco to give my “Language and Layout” seminar for West Legalworks. I’ll be taking the red-eye home on Wednesday, and I’ll have some time free during the day. So if your company or law firm is based in the bay area and you’d like to shoot the breeze about contracts and what … Read More
During our conference call about the 2008 Penn Law redrafting project (see this blog post), the company lawyers noted that I had elected to refer to the other party as the Vendor rather than simply as Vendor. I explained that I prefer using the definite article, as it results in prose that’s slightly less stilted (see MSCD 1.73). The company … Read More
If often find myself alluding to the “magic words” approach to drafting. Here’s what I mean: You’re using magic words when you don’t clearly articulate in a contract a given concept but instead use legalese to grope at the intended meaning, in the hope that custom, or the courts, will fill in any gaps. Using magic words presents two risks. … Read More
In an exchange of emails this evening, my correspondent inadvertently used “indemnitor” when he meant “indemnitee.” It’s in order to avoid just such confusion that I recommend in MSCD 1.72 that you not use as defined terms for party names any paired defined terms that differ only in their final syllable, such as Mortgagor and Mortgagee. Given that one uses … Read More
As one of the assignments in my Penn Law contract-drafting course, this semester I once again asked my students to redraft part of a contract currently being used by a company. This time, I selected a template master services agreement submitted by a Fortune 500 company in response to this May 2008 post. The process this time around was the same … Read More
It’s generally a bad sign when, barely after it begins, a sentence shifts into a set of enumerated clauses: If (1) A, (2), B, or (3) C, then X. Acme shall (1) A, (2) B, and (3) C. In such sentences, the drafter is forcing the reader to make a connection between each enumerated clause and the stub beginning of … Read More
MSCD 12.258–277 discusses the distinction—or not—between immediately and promptly. Here’s another aspect of immediately—it’s often misused in connection with stuff that happens automatically. Consider the following provision: This agreement will terminate immediately upon Acme’s giving Widgetco notice of termination. I’ve stricken the immediately because it suggests, inappropriately, that a moment of time, however short, passes between notice and termination. Instead, … Read More
After a long absence, I’ll be in London over the holidays, visiting family and giving my daughter a brief introduction to the land where I spent fifteen years before sloping off to law school in the U.S. I had planned on returning to the U.S. early in January, but I find myself discussing with clients the possibility of giving in-house … Read More
Reader Matthew pointed out to me an ambiguity I hadn’t thought of. Here’s the language at issue: If the Escrow Agent receives from the Seller a Counter Notice before 2:00 p.m. on the date that is 20 Business Days after the Escrow Agent received the corresponding Claim Notice, the Claim must be resolved in accordance with section X. Matthew was … Read More
I’ve updated the public seminars page with information about the U.S. “Language and Layout” seminars I’ll be giving with West Legalworks in the first half of 2009. In the next few days I’ll update the West Legalworks banner links with the same information.
