I recently noticed a LinkedIn post by Saul Lieberman. It’s about the ostensible differences between indemnify, defend, and hold harmless. In a comment (here) to his own post, Saul mentions Chesterton’s fence. I was happy to be reminded of it. “Chesterton’s fence” is the name given a parable offered by G.K. Chesterton (best known now as author of the Father … Read More
In the post before this one, I consider, among other sentences, Acme is not prohibited from selling the Widgets. I’ve now changed my mind about how it should be treated. This story begins with my saying Nothing in this agreement prohibits Acme from selling the Widgets. Then, I added this to the fifth edition of MSCD: “Use is not prohibited … Read More
Consider this sentence from a contract between Acme and Widgetco: Acme may sell the Widgets. Does it mean that under the contract, Acme has the discretion to sell the widgets? Or is Acme asserting the fact that nothing in the world at large prevents Acme from selling the widgets? (I’m ignoring whether may is used in this sentence to mean … Read More
The post before this one (here) is my critique of ISO 24495-2:2025 (Plain language — Part 2: Legal communication), published by ISO (the International Organization for Standardization). In that post, I say the writing in ISO 24495-2 is clumsy, and I include a link to a document with some sentences from ISO 24495-2 and how I would rewrite them. In … Read More
In August 2025, ISO (the International Organization for Standardization) published ISO 24495-2:2025 (Plain language — Part 2: Legal communication). Here’s how ISO describes ISO 24495-2: This document deals with legal communication, and it builds on the foundation for plain language in ISO 24495-1. It establishes guidelines and techniques to help authors make sure that readers can readily understand legal communication … Read More
It might be time to try in-person public Drafting Clearer Contracts presentations using an innovative model that worked well before the pandemic. Used to do in-person public Drafting Clearer Contracts presentations in partnership with some other organization. My partners arranged premises (usually at a hotel) and were responsible for marketing and sales. I got a cut of the proceeds. Because … Read More
When? I’ve scheduled the first two series of Drafting Clearer Contracts: Masterclass for 2026. One begins on Wednesday, 21 January 2026, at 11:00 a.m. ET; the second begins on Tuesday, 17 March 2026, at noon ET. And I’ve scheduled one Drafting Clearer Contracts presentation, on 8 and 9 April 2026, starting at 11:00 a.m. ET. More of both kinds of … Read More
Sporadically, I’m hired to help people in a fight over confusing contract language. That kind of work isn’t my bread and butter, but I should do a lot more of it. Many courts are bad at making sense of confusing contract language. (For two of many examples, see this 2015 article and this 2020 blog post.) And so are many … Read More
I’ve explained elsewhere that it’s inane to use an initial capital A in a contract’s references to that contract (as in this Agreement). Go here for my 2018 blog post on; for the definitive take, see MSCD. But I’ve been aware for a while that the urge to inflict an unnecessary initial capital on stuff that’s … IMPORTANT occurs outside … Read More
One of the joys of scholarship is that it offers plenty of opportunity for you to be a doofus. I’ve taken advantage of that over the years. It goes with the territory: if your scholarship is worth anything, it will venture into the unknown (unknown to you, at least), and the unknown is where you stumble. My most recent opportunity … Read More
