I’m a contract-drafting guy, but I have to acknowledge that drafting contracts might not be the most annoying part of the day-to-day contracts process. Assume that Acme does ten deals with ten different companies in which it drafts the contracts using its templates. Then assume that it does those deals using the other guy’s drafts. Odds are that in the … Read More
I looked at the Stormy Daniels confidentiality agreement, the one intended to keep under wraps her fling with Trump—excuse me, her alleged fling. I figured it would have been remiss of me not to look at it. (It’s exhibit 1 to her complaint, here. If you’re not familiar with her and the saga of this confidentiality agreement, go here for … Read More
MSCD guidelines mostly fly under the radar. Apart from a couple of notorious recommendations—I’m talking about you, this agreement with a small a and states instead of represents and warrants—the guidelines don’t attract attention to themselves. But sometimes traditionalists gonna traditional, so you might get a draft back with all sorts of unhelpful traditionalist comments. As I note in this … Read More
Behold the following, all culled from EDGAR and all featuring and/or used between alternative defined terms: … and EdgeWave, Inc., a Delaware corporation (“Employer” and/or “Company”) … THIS DEED OF TRUST, ASSIGNMENT OF RENTS, ASSIGNMENT OF LEASES, SECURITY AGREEMENT AND FIXTURE FILING (this “Deed of Trust” and/or “Trust Deed”) … … Michael J. Friedman (hereinafter the “Executive” and/or “Employee”) … Now, … Read More
During the Academy Awards show last Sunday, the “Best Actress” winner Frances McDormand unleashed on the world the phrase “inclusion rider.” That prompted a tsunami of chatter on the subject, including this by the Washington Post and this by Vanity Fair. But I was interested in the rider itself, not explanations. So I asked around, and I asked on Twitter, but … Read More
You don’t have to be a physicist to experience the force of gravity. Similarly, I’m only a casual student of inertia, but I’ve long grappled with it. Casey Flaherty is a serious observer of inertia. I’ve returned several times to the following in this post: My most obvious error has been predicting the pace of change. While there is sufficient … Read More
Does contract prose matter? Of course it does. Even if you assume that the parties have notionally agreed on the terms of the deal, how you express those terms in a contract can determine how that transaction fares. But many people who work with contracts don’t realize that. Some might be contract managers who regard contract prose as a lawyer … Read More
A participant at a recent “Drafting Clearer Contracts” seminar sent me an email saying how much they had enjoyed the seminar. They went on to say that “incorporating the concepts into our templates and drafting will require a slow, steady cultural change.” Regardless of whether cultural change has to be slow and steady, I suggest that it doesn’t reflect reality … Read More
Tim Cummins is the head of the International Association for Contract and Commercial Management (IACCM). Over the years I’ve discussed with Tim the future of contracting. After a recent exchange of emails, we decided try a more formal approach. We agreed to address on our respective blogs the following proposition: We want new technologies to sweep away traditional contracting, so … Read More
You’re general counsel of Widgetco, the world’s leading supplier of widgets. When anyone needs widgets, they come to you! But you’re also a big buyer of widgets. The primary raw material for widgets is … widgets! You have one contract template for selling widgets and another for buying widgets. How do they differ? Bear in mind we’re not talking about, say, … Read More
