Crazy things are afoot in the categories of contract language. In addition to my considering creating “language of state of mind” (see this post), I’m now considering creating another new category: “language of inaction.” Consider the following sentences: In the current regime, they fall under “language of policy.” Language of policy is for stating ground rules of the contract—stuff that … Read More
OK, let’s go back to basics. I noticed this passage (footnotes omitted) in the textbook Stephen L. Sepinuck & John F. Hilson, Transactional Skills: How to Structure and Document a Deal 15 (3d ed. 2022): Notice that the discussion above refers to the written document as an “agreement,” not as a “contract.” While you might encounter documents labeled as a … Read More
The next public series of Drafting Clearer Contracts: Masterclass, series (52), starts on 29 September 2026. Go here for more information. I apologize for being slow to get it scheduled—I’ve had plenty of distractions these past three months! I keep doing Masterclass because people keep telling me they find it valuable. Masterclass participants, I invite you to tell us, on … Read More
I launched Drafting Clearer Contracts: On Demand in March 2026, with 47 videos and four quizzes. Since then, I’ve done three monthly uploads of additional videos and quizzes; we’re now at 121 videos and 14 quizzes. Go here for a list. I expect to end up with 300 or more videos and who knows how many quizzes. I’m doing On … Read More
Above is section 6.10 of A Manual of Style for Contract Drafting. Note the first sentence: Make sure all instances of a defined term use initial capitals. If one doesn’t, that can cause confusion—was it a mistake, or did the drafter intend that instance of the word or phrase to express a different meaning? I now propose an exception to … Read More
In this 2014 blog post and this 2023 blog post, I mull over which is the better choice, individual or human being. Here’s what I say in the 2014 post about individual and person: I find natural person too legalistic to use in contracts. Using human being instead isn’t a sober option. I use individual. Garner’s Dictionary of Legal Usage says that “individual is best confined to contexts in which … Read More
In this 2020 blog post, I say that no one takes me on in the marketplace of ideas. Nothing has changed in the years since. I’ll spare you any editorializing. Instead, I offer you … a contest! I invite you to critique my article Eliminating the Phrase Represents and Warrants from Contracts, 16 Tennessee Journal of Business Law 203 (2015). I’ll send … Read More
This Voltaire aphorism has been doing the rounds on social media: “Doubt is not a very agreeable state, but certainty is a ridiculous one.” In addition to applying to a zillion other circumstances of modern life, it applies to *drum roll* contract drafting! More specifically, it applies to an exchange from years ago that popped up randomly last week when … Read More
The phrase is defined herein is never a good sign. First, in the extract below, is defined herein to mean is a bloated version of means. Use means instead. Second, which is defined herein to mean, with or without parentheses, allows you to put a definition in a nonrestrictive clause. If the defined term you’re creating is worthwhile, it would … Read More
Should I have encountered agrees with earlier than today? Perhaps. But today was the day, so allow me to consign agrees with to oblivion. Where does agrees with occur? Let me count the ways. First, it occurs in the lead-in. No thanks—I’ll stick with The parties therefore agree as follows. Second, it occurs as a redundant dual verb structure in … Read More
