Ah, the glamorous life of the contract nerd! Vancouver one week! Oman and Bahrain the next! Philadelphia in between! But more mundane work goes on: I spent my first day in Oman in my hotel room, working on the manuscript for MSCD2. Thanks to the valiant efforts of the all-volunteer AdamsDrafting proofreading irregulars, it’s in great shape. They spotted perhaps … Read More
How do I love Canada? Let me count the ways: It was a Canadian organization—Osgoode Professional Developement—that asked me to do my first public seminar. Attendance at my seminars in the U.S. with West Legalworks can fluctuate wildly, but my Osgoode seminars in Toronto sell out. (The next one is on June 16.) And last week 60 people attended my … Read More
This post comes to you from Muscat, Oman. I’m here under the auspices of the Rule of Law Initiative of the American Bar Association, at the request of the Sultanate of Oman Ministry of Legal Affairs. Yesterday I held my “Language and Layout” seminar for a team of Ministry lawyers responsible for reviewing and drafting contracts that agencies of the … Read More
This from the Lex column in today’s Financial Times, regarding Bear Stearns and the Cerberus litigation: It is too simplistic to blame sloppy drafting for disputes. Still, there may be room for improvement in terms of updating the often-archaic language used in merger agreements, as firms such as Jones Day and contract specialist Kenneth Adams have called for. This would … Read More
Input from readers of this blog has already served to enhance the second edition of A Manual of Style for Contract Drafting. But why stop there? I’ve just sent the ABA the manuscript for MSCD2. I enjoyed putting it together, as it contains a boatload of new material. What it needs now is proofreading, and that requires fresh sets of … Read More
Special thanks to reader Tony for reminding me of a usage that had slipped my mind: becoming party to a contract with respect to only certain provisions. For example, in an acquisition, the buyer’s parent might be party to the acquisition agreement solely to guarantee the buyer’s obligations or solely to undertake to pay a termination fee in certain circumstances. … Read More
[Update March 24, 5:30PM EDT: Some people are suggesting that there’s something fishy to the story of Wachtell’s “mistakes.” See, for example, this post at Dealbreaker, and this one on the Conglomerate Blog. On the other hand, Steven Davidoff’s analysis, at DealBook, takes the story at face value. I’ll let others who are closer to the deal figure out the … Read More
I’m grateful to stalwart readers Steven Sholk and Mike Wokasch for contacting me about the Bear Stearns merger agreement. (Click here to go to a PDF copy.) This deal raises all sorts of policy issues, but we at AdamsDrafting say to heck with the big picture—let’s look at the drafting angle! I offer below some random impressions derived from ten … Read More
I’m working on the introduction to MSCD2, and five minutes ago I wrote this: English is used in contracts around the world, and not only in contracts between companies from English-speaking countries. English has become the lingua franca of international business, so a contract between, say, a French company and a Brazilian company is more likely to be in English … Read More
I can think of five issues relating to how you state amounts of money in a contract. Words and Numerals Drafters will often do the words-and-numerals thing when stating amounts of money: Acme shall pay Widgetco One Million Dollars ($1,000,000). The idea is that whereas numerals are easier to read than words, they’re more prone to typographic errors; adding words … Read More
