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Adams on Contract Drafting

Step-Down Provisions? No Thanks

Posted on April 18, 2021 by Ken Adams

Check out the provision above. It was put on Twitter by Aiden Durham, who said, “There’s gotta be a better way?!” Filthy McNasty tagged me in the ensuing thread, so here we are. The extract above is from an Arizona contract. Arizona has a “strict blue pencil” approach to enforcing post-employment restrictions on employees (generally […]

Posted in Selected Provisions Leave a Comment

For Contract Review, Don’t Believe the AI-Markup Hype

Posted on April 15, 2021 by Ken Adams

When we speak with potential clients, some remark to us, with a sage nod, that, well, LegalSifter doesn’t mark up the draft being reviewed. To make sure we understand what they’re referring to, we looked into this. We quickly determined that what these companies are alluding to is something I’ve seen already. This post is […]

Posted in LegalSifter

I’m Crowdsourcing Testimonials

Posted on April 13, 2021 by Ken Adams

I’m overhauling my website, and today I was reminded that the page devoted to A Manual of Style for Contract Drafting has testimonials that were valuable 17 or 13 years ago but are no longer relevant. So I’d like to replace them. (Thank you again to those who submitted those testimonials; it’s time for a […]

Posted in Odds and Ends Leave a Comment

The U.S. Supreme Court Fails a Syntactic-Ambiguity Test

Posted on April 2, 2021 by Ken Adams

Drafters can learn three things from courts screwing up analysis of ambiguity. First, you learn what ambiguous text looks like. Second, you learn that fights over ambiguous contract language are messy and expensive. And third, you learn that too many courts are incapable of analyzing ambiguous contract language in a way that makes sense; see […]

Posted in Ambiguity Leave a Comment

My New Article, “How Contract Managers Can Gain More Control Over Contracts”

Posted on March 29, 2021 by Ken Adams

The latest issue of World Commerce & Contracting’s Contracting Excellence Journal contains my article How Contract Managers Can Gain More Control Over Contracts (here). How do contract managers gain more control? By becoming informed consumers of contract language. And they should also consider using technology to help with review of draft contracts. (Yes, I have […]

Posted in My Articles Leave a Comment

Check Out My Hot Take on Notices Provisions

Posted on March 25, 2021 by Ken Adams

Check out my latest video for LegalSifter, Ken’s Hot Take on Notices Provisions—all 8 minutes and 35 seconds of it. It’s available here. You can also get my latest and greatest notices provision and a list of related resources. Why notices provisions? Because I’ve been noodling with my notices provision over the past couple of […]

Posted in LegalSifter, Selected Provisions Leave a Comment

Revisiting the “Shall” Wars

Posted on March 22, 2021 by Ken Adams

The other day, Alex Hamilton dropped this on Twitter: Using "shall" in contracts, as suggested by @AdamsDrafting, has become a shibboleth. There are those who want to be modern, and those who've done their homework and are actually being modern. — Alex Hamilton (@AlexHamiltonRad) March 10, 2021 It’s been years since I’ve written anything about […]

Posted in Categories of Contract Language Leave a Comment

In Contract Drafting, Design Is the Third of Three Stages

Posted on March 20, 2021 by Ken Adams

Today I noticed this post on LinkedIn, by Marty Finestone. Among other activities, he’s a legal designer. (Hi, Marty.) Because what I have to say would exceed LinkedIn’s character limit for comments, I permit myself a low-key comment by means of this post. Marty’s post features a photo with the slogan “Contracts shouldn’t be designed […]

Posted in Legal Design Leave a Comment

Spotting in Contracts the Provisions You Really Care About

Posted on March 20, 2021 by Ken Adams

Last week I asked this on Twitter: Is there a kind of term you really DON'T want to see in the other side's draft contract? Something that sets the alarm bells ringing? pic.twitter.com/8ICeW8OAQ4 — Ken Adams (@AdamsDrafting) March 11, 2021 And I posed the same question in a post on the LinkedIn group for A […]

Posted in LegalSifter Leave a Comment

The Texas Supreme Court Doesn’t Know from Commas

Posted on March 18, 2021 by Ken Adams

Yesterday I saw a post on LinkedIn that mentioned Sullivan v. Abraham, a 2016 opinion of the Texas Supreme Court (PDF here). The LinkedIn post mentions that the opinion involved a serial comma, so of course I had to check it out. Unfortunately, this opinion offers another example of a court that’s inept at textual […]

Posted in Ambiguity Leave a Comment

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