Ken Adams, Author at Adams on Contract Drafting

Do You Need Transactional Experience to Teach Contract Drafting?

1 December 20181 December 2018 by Ken Adams

Yesterday I saw the following tweet by Abigail Pathoff (aka @APathoff), legal-writing professor at Chapman University Fowler School of Law: @WisconsinLaw prof Andrew Turner: Sure You Can! Teaching a 2L/3L Transactional Drafting Course without Experience as a Transactional Lawyer. pic.twitter.com/UYi9qT6HLL — Abigail Patthoff (@APatthoff) November 30, 2018 Do you need transactional experience to teach contract drafting? I’ll start by acknowledging that … Read More

Always Be Learning

1 December 201830 November 2018 by Ken Adams

As Alec Baldwin didn’t say, A. B. L. Always be learning. I’ve spent much of the past couple of weeks working on a law-review article. In the course of that work, I’ve learned something new about four different topics: The sorites paradox. It’s invaluable for putting vagueness in context. For more, go to Wikipedia and the Stanford Encyclopedia of Philosophy. … Read More

Promissory Conditions and Warranties: More Unhelpful English Terminology

6 February 202226 November 2018 by Ken Adams

[Updated 6 February 2022: This post has been rendered obsolete by today’s post on my blog, here.] This week Mark Anderson reminded us of this 2012 IPDraughts post. I’m pleased he did so, because it caused me to consider some unhelpful English terminology. I’ll let you read Mark’s post for the background. The gist of it was that in a … Read More

Some Thoughts on Akorn v. Fresenius

9 November 2018 by Ken Adams

I recently mentioned in this post that my works were cited liberally in the Delaware Chancery Court’s high-profile opinion in Akorn, Inc. v. Fresenius Kabi AG (PDF here). I’ve now had occasion to look through the opinion; here are some thoughts. They reflect my interests: you can find no end of commentary if instead you’re interested in the broader implications of … Read More

The Public-Information Exception to the Definition of Confidential Information

29 October 201829 October 2018 by Ken Adams

In this recent post (now extensively revised) I consider two standard exceptions to the definition of Confidential Information and propose what I’d do instead. Now we’ll look at another exception, the one relating to public information. With this exception, the question is how exactly to phrase it. The Kind of Information Let’s look at the different components of the exception, starting … Read More

This Is What Confusion Over “This Agreement” Looks Like

27 October 2018 by Ken Adams

Ah, you never know what you’re going to dredge up from the murky depths of Edgar! As regular readers will know, two recommendations I make in MSCD tend to cause brains to implode. One of those recommendations is that you dispense with using this agreement as a defined term. (The other recommendation is that you use states instead of represents and … Read More

Exploring Two Exceptions to the Definition of Confidential Information

29 October 201827 October 2018 by Ken Adams

[Substantially revised 29 October 2018] I’ve had occasion to revisit something I explored a while ago. Here’s a relatively standard set of exceptions to the definition of Confidential Information, with my shorthand term for each exception noted in brackets: at the time of disclosure is, or thereafter becomes, generally available to and known by the public other than as a … Read More

When a Contract Is Between Fewer Than All Listed Parties

19 October 2018 by Ken Adams

At one of my recent Asia seminars, someone asked me about the practice of making a contract between fewer than all the listed parties, presumably when some drop out. I haven’t encountered that. I would have thought you simply revise the contract to eliminate those who are dropping out, instead of manually striking their signature blocks and any other references … Read More

Don’t Use “Party A” and “Party B” As Party-Name Defined Terms

18 October 201816 October 2018 by Ken Adams

Behold the following introductory clause: AMENDMENT, dated as of October 10, 2018, to the ISDA Master Agreement , dated as of July 12, 2017 (as amended, supplemented or otherwise modified from time to time, the “Agreement”), between JPMORGAN CHASE BANK, N.A. (“Party A”) and CAMBRIDGE MASTER FUND L.P. (“Party B”). Note the defined terms Party A and Party B. They’re a … Read More

The Secrets of the “Ready Player One” Contract

14 October 2018 by Ken Adams

You all know how I earn a living, but it’s a sideshow to my real passion, the time my contracts buddies and I spend in an immersive contracts virtual reality. There you might find, for example, @IPDraughts playing Hadley, @AlexHamiltonRad playing Baxendale, and me playing the crucial role of “another,” Hadley’s partner. It all takes weeks to unfold, and the … Read More

Ken Adams

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