Ken Adams, Author at Adams on Contract Drafting

An Ontario Court of Appeal Decision Involving “The Greater of A or B”: Andros v. Colliers Macaulay Nicolls Inc.

29 February 202026 February 2020 by Ken Adams

Thanks to Kim Reid, general counsel at Signalta Resources Limited, a private Calgary energy company, I belatedly learned of a troubling 2019 decision by Justice Fairburn of the Ontario Court of Appeal, Andros v. Colliers Macaulay Nicolls Inc., 2019 ONCA 679, 2019 (Westlaw PDF here; the court’s PDF here). It involves interpretation of this termination provision in an employment agreement: … Read More

Let’s Look at Elizabeth Warren’s Proposed Release Language

21 February 202020 February 2020 by Ken Adams

[Updated 1:40 a.m. 21 February 2020 to expand the analysis to address additional text in the screenshot Warren tweeted.] On 19 February, the Nation published this article by Ken Klippenstein about the Bloomberg campaign’s confidentiality agreement. The article contained this link to a copy of the confidentiality agreement. All I have to say about it is what I said on … Read More

On Trashing Stuff

19 February 2020 by Ken Adams

Yesterday I saw this tweet: Trash a person, an idea, an institution – how easy, how lazy. Nothing genius about being obnoxious, nor cool about bullying. Nothing gained except attention, a sport for truculents, a frenzy for trolls. All diminished. Hollow, shallow and nothing whatsoever to do with leadership. — Paul Gilbert (@LBCWiseCounsel) February 18, 2020 I’ll now proceed to … Read More

More “Endeavours” Twaddle

19 February 2020 by Ken Adams

Regular readers of this blog will be familiar with Glenn West. When it comes to analysis of contract boilerplate with big-deal implications, no one comes close to Glenn. But Glenn has a mischievous side. He’ll sporadically send me stuff that he must know will irritate me; I imagine him hitting “Send” with a bit of a cackle. In the past … Read More

Disappointed I’m Not Doing a “Drafting Clearer Contracts” Seminar in Your City? You Could Do Something About That

14 February 202014 February 2020 by Ken Adams

You can find on this page the roster of cities around the world where I’m doing “Drafting Clearer Contracts” seminars in 2020. I’m look forward to the seminars: they’re fun for me and, amazingly enough, those who attend. The seminar business is a tough one: I’m in my fifteenth year of doing these seminars because participants find them valuable and … Read More

The Obligation Not to Disclose Versus the Obligation to Keep Confidential

13 February 2020 by Ken Adams

I recently found myself once more poking around the entrails of confidentiality agreements. The issue related to one of the core obligations, namely the obligation not to disclose confidential information. (The other is the obligation not to use confidential information except as specified.) The rest of this post is on the LegalSifter blog, here.

Dual Verb Structures: “May But Is Not Required To”

8 December 20219 February 2020 by Ken Adams

In my newfound zeal for dual verb structures, I’ve written about the following examples shall grant and hereby grants has granted and hereby grants be and hereby is Each of those examples features two inconsistent verb structures ostensibly working together. I now offer you two verb structures that say the same thing, with the second offered as an exception to … Read More

Dual Verb Structures: “Be and Hereby Is”

6 February 20205 February 2020 by Ken Adams

In the impeachment proceedings before the U.S. Senate yesterday, Chief Justice Roberts announced that Trump “be, and he is hereby, acquitted.” BREAKING: Chief Justice John Roberts: "It is therefore ordered and adjudged that the said Donald John Trump be, and he is hereby, acquitted of the charges in said articles." https://t.co/cKgbkhVYFL pic.twitter.com/CSkOR6tJzI — Evan McMurry (@evanmcmurry) February 5, 2020 Given … Read More

More Syntactic Ambiguity and Comma Confusion: Glasser v. Hilton Grand Vacations Co., LLC

7 November 202431 January 2020 by Ken Adams

In this November 2019 post I wrote about Princeton Excess & Surplus Lines Insurance Co. v. Hub City Enterprises, Inc., a court opinion from the U.S. District Court for the Middle District of Florida in which a judge demonstrated catastrophic misunderstanding of how the English language works. In an update to that post earlier this month, I noted that in … Read More

Don’t Give Multiple Persons a Singular Collective Defined Term

30 January 2020 by Ken Adams

Today I noticed this tweet: VCs: "don't you dare send an NDA before meeting with us or you're a joke. ideas are worthless." Also VCs: "welcome to our office please use this nice iPad to sign a one-way NDA. our ideas are worth everything." pic.twitter.com/U8kxkTNcRM — Jonathon Barkl (@jonathonbarkl) January 29, 2020 As a fan of found contract text, I … Read More

Ken Adams

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