Using, or Not Using, “The” in Defined-Term Parentheticals

This post nerds out on defined-term protocols. Specifically, should one use, or not use, the (or a or an) in defined-term parentheticals for defined terms that otherwise use the (or a or an)? MSCD says “include in a defined-term parenthetical the definite article the or the indefinite article a (or an), as appropriate. An article isn’t necessary unless the defined … Read More

New Public “Drafting Clearer Contracts” Presentation on 10 and 11 June 2024

I’ve just scheduled a new public Drafting Clearer Contracts presentation. It consists of two three-hour sessions on 10 and 11 June 2024 (Monday and Tuesday), starting at 11:00 a.m. Eastern Time (US and Canada). (Well, it’s actually three hours and ten minutes, if you take into account a ten-minute break!) This presentation serves as an introduction to A Manual of … Read More

Misusing “Party”

Today I saw this sentence (emphasis added) from a confidentiality agreement: Recipient shall be liable for any unauthorized disclosure or use of Confidential Information by or related to any party to whom Recipient discloses Confidential Information, as if such disclosure or use were by Recipient itself. It’s relevant to something discussed at yesterday’s in-person Drafting Clearer Contracts presentation (more about … Read More

The U.S. Supreme Court Cites MSCD

In this post from last November, I noted that the U.S. Solicitor General had cited A Manual of Style for Contract Drafting in their brief in a case before the U.S. Supreme Court involving a dispute over an and, Pulsifer v. U.S. Well, two days ago the other shoe dropped: in their opinion in that case (here), the U.S. Supreme … Read More

The Big 12, Colorado, Utah, and Why You Should Steer Clear of “Agrees That”

College American football and I had been total strangers. But just today, we were introduced by longtime reader Chris Lemens, who sent me a link to this Substack post about how the Big 12 Conference (a collection of college sports teams that play competitively against each other) signed deals with the University of Colorado and the University of Utah. Uh, … Read More

A 17th Way to Say “May” With More Words and Less Clearly

In chapter 3 (Categories of Contract Language) of A Manual of Style for Contract Drafting, table 3 (Language of Discretion: May) showcases 16 ways to say may with more words and less clearly. Friends, it’s time to introduce you to a 17th way. It’s in the extract in the image above: has the option to. It’s from a consulting agreement … Read More

“Mr. and Mrs. Smith” Gets into Ambiguity of the Part Versus the Whole

With my wife, Joanne, traveling, I was left to my own devices for a couple of days. The only mischief I got up to was experimenting briefly with low-calorie pizza (not to be repeated) and watching a new limited series on Prime Video, Mr. & Mrs. Smith. I found Mr. & Mrs. Smith diverting, mostly because I find Donald Glover … Read More

Using Words and Digits to State Numbers: Once More Unto the Breach

Yesterday, Lyft issued an outlook mistakenly projecting that its margins would increase by 500 basis points. That was quickly corrected to 50 basis points. (Go here for a Bloomberg item about that.) That mistake prompted lawyer Pat Wallen to do this LinkedIn post about it. I’ve written plenty on this topic, but given the interest generated by Pat’s post, I’ll … Read More