How do you express the concept of not complying with the law, but without expressing it in the negative? (In other words, without using not, or fails to, or the prefix non-, as in noncompliance.) Here are some verbs you could use: violates, breaches, contravenes, infringes, breaks. But which should you use? If it’s a […]
The Contract Drafter as Architect
This post on LinkedIn by Michael Naughton serves as a reminder of the perils of the artisanal approach to contract drafting: if there are no rigorous standards, you’re free to constantly reinvent a defective wheel. So if it’s not artisanal, how should we characterize contract drafting? Here’s what I said in this 2104 post: “I […]
40% Off MSCD on 30 November 2020!
Now hear this! If you buy A Manual of Style for Contract Drafting from the American Bar Association’s web store (here) on “Cyber Monday” (30 November 2020) and use the discount code CYBER2020, you’ll get 40% off and free ground shipping. That, my friends, is a bargain. Why would you want to buy the book? […]
The “Masterclass” Series Starting 12 January 2021 at 7:00 am Eastern Time (US) Is Now Open to Everyone
The series of Drafting Clearer Contracts: Masterclass that’s set to start on Tuesday, 12 January 2021, at 7:00 am Eastern Time (US and Canada) is now open to everyone, not just people in Asia and the Middle East. Given that Asia and the Middle East encompasses a whole bunch of cultures, it seemed silly to […]
Louise Kulbicki Interviews Me (And Learns How I Came to Do What I Do)
Recently I was interviewed by Louise Kulbicki for her Study Legal English podcast. That episode is now out. You can click on it at the bottom of this post, and it’s also available through her site, here. (It’s Louise’s 99th episode of her podcast. By my standards, that’s a lot of episodes!) The interview clocks […]
More Singular-and-Plural Defined-Term Insanity
You’re of course aware that in many contracts, the unnecessary defined term Party is defined using this sort of thing: individually a “Party” and collectively the “Parties”. It’s ridiculous—we know how singular and plural work, thanks. Last year I did this post about how drafters use that formula for other defined terms, making it even […]
Scorn and Ridicule Won’t Get People to Change
Last month I ran the following idea by my Twitter followers: Pondering a blog post: "Ten Signs Your Contract Template Is F*cked." — Ken Adams (@AdamsDrafting) October 10, 2020 It met with sufficient approval that I prepared a blog post entitled “Your Shit’s Fucked Up: 7 Signs of Dysfunctional Contract Templates.” Well, I regret to […]
Overrated: Litigators As a Source of Contract-Drafting Advice
Last week I tweeted this, or something close to it: “When I want authoritative contract-drafting advice, I look to litigators.” I was aware that it was unclear whether I was being sincere or snarky. After a few hours, I decided that being gratuitously confusing was unhelpful, so I deleted the tweet. But the replies to […]
Hey, Another Fight Over “And”: Spanski Enterprises, Inc. v. Telewizja Polska S.A.
What I call “ambiguity of the part versus the whole”—ambiguity involving whether it’s a single member of a group of two or more that’s being referred to, or the entire group—is annoyingly complicated. Whenever I talk about it, I have to remind myself, and those I’m addressing, that we have no choice but to wrestle […]
An Example of Industry-Wide Elegant Variation: Ways of Saying Keep Confidential Information to Yourself
I’ve written previously about “elegant variation.” Here’s what I said in this 2015 post: Elegant variation—going out of your way to avoid using the same word or phrase twice—is never a good idea. It’s particularly unfortunate in contract drafting, in which tone plays no part. If you wish to convey the same meaning, use the […]