[Updated 4 April 2018: I’m no longer an advisor to LexCheck (formerly Lit IQ), and the last time I did any work for them was in 2016.] You know the 1950s movie Forbidden Planet. No? You should check it out—it’s an odd mix of retro camp and legit eeriness. In any event, the plot of the movie involves—spoiler alert!—technology that’s … Read More
There’s no end to the suboptimal alternatives to may. Here’s another—is permitted. You see is permitted to when a party is the subject of the sentence or clause: … Sponsor is permitted to assign this Agreement in connection with a merger or a sale or transfer of substantially all of its assets … … neither the Seller nor the Purchaser shall … Read More
As part of what is shaping up to be a frenetic September, I’m pleased that I’ll be giving the following “Drafting Clearer Contracts” seminars with Asian Legal Business (part of Thomson Reuters): Seoul, Friday, 2 September Tokyo, Monday, 5 September Bangkok, Thursday, 8 September On important advance over my previous seminars with Asian Legal Business is that in addition to offering … Read More
Business Law Today contains an article entitled Data, Contracts, and Making Hard Decisions—Changing the Way We Manage Risk. It’s by Jamie May, associate general counsel at University Hospitals in Cleveland, Ohio. I had the pleasure of meeting Jamie a few years ago, when he wore a different hat, and I’ve corresponded with him sporadically. Here’s the first paragraph of Jamie’s article: Contracts … Read More
At the suggestion of @saBEERmetrics I listened to episode 590 (“Choosing Wrong”) of This American Life, the weekly public radio show. I’m glad I did, because it’s about inertia, and in a couple of respects it’s relevant to what I do. What Stops You from Doing What Makes Sense In act one of the episode, Malcolm Gladwell discusses the notion of beliefs and … Read More
The phrase the foregoing occurs frequently in contracts. I haven’t found a court opinion in which the meaning of the foregoing was at issue, but I don’t feel the need to wait for such an opinion to come along: because it could be unclear what the foregoing refers to, I recommend you not use the foregoing. Consider this: Sentence one sentence one sentence … Read More
Yesterday I encountered a contract that had this title: LICENSE, SUPPLY, MARKETING, AND DISTRIBUTION AGREEMENT I find such titles annoying. Imagine having to say, for example, “Did you receive the revised license, supply, marketing, and distribution agreement”? Inevitably you’d end up calling it something else. So give it a different title. You could give it a broader conceptual title. I … Read More
I’m delighted that on Monday, 7 November, I’ll be doing another “Drafting Clearer Contracts” seminar in London with UCL Faculty of Laws. Go here for more information. And go here for feedback from participants at one of my previous seminars for UCL Faculty of Laws. I think it’s safe to say that among commentators on English contract drafting, mine is … Read More
Live or work in or around Seattle? Good—listen up: Starting at 4:15 p.m. on June 23, 2016, immediately after my Seattle “Drafting Clearer Contracts” seminar, Thomson Reuters Contract Express and I will be holding a free cocktail reception at the Washington Athletic Club, 1325 Sixth Avenue, Seattle, WA 97101. I’ll discuss how automation offers the most effective way to scale rigorous contract language. I’ll show you … Read More
MSCD offers two ways to create defined terms: autonomous definitions and integrated definitions. Here’s an autonomous definition: “SEC” means the U.S. Securities and Exchange Commission. Here’s an integrated definition, with its associated defined-term parenthetical: … Acme Incorporated, a Delaware Corporation (“Acme”). But one also sees a different way of presenting definitions: as autonomous definitions, but with the defined term placed at the … Read More
