Remember the 2002 movie Minority Report? Here’s how Wikipedia describes the premise: In April 2054 Washington, DC’s prototype “PreCrime” police department prevents murders, via three clairvoyant humans (“Precogs”) attached to a computer, who have an innate ability to “previsualize” crimes of extreme emotion and violence, before the offending suspect even begins the fatal deed. Well, […]
Using a Bruce Springsteen Lyric to Explore Buried-Verb Alternatives
As I was driving in my car yesterday, the Bruce Springsteen song “Streets of Philadelphia” came on. The second line of the lyrics caught my attention: “I was unrecognizable to myself.” It wasn’t because of the imagery or anything hifalutin like that. Instead, I noted that use of the adjective unrecognizable was an interesting choice. […]
Knowing the Default Rules
Revisiting this 2014 post on reading a contract reminded me of an aspect of reviewing contracts that perhaps doesn’t get the attention it deserves: factoring in the default rules. If your understanding of a transaction is limited to what’s in the contract, you might be putting yourself at a disadvantage—you might be unaware of default […]
Don’t Keep Refighting the Last Force-Majeure Battle
"Crap! We added 'pandemic' to our force majeure provisions, but no one told us to add 'Arctic outbreak' or whatever the freak you call this!" Drafters are always refighting the last FM war. Instead, play a long game and lose the parade of horribles. See https://t.co/lLkFG3UM0p https://t.co/z9T1THoHJ8 — Ken Adams (@AdamsDrafting) February 20, 2021 That’s […]
New Masterclass Series Beginning in April, June, and July 2021
Finally, I’ve created three new series of Drafting Clearer Contracts: Masterclass, my course built around eight live hour-long sessions held once a week and supplemented by reading and quizzes: Masterclass (12), starting Monday, 5 April 2021, at 11 am Eastern Time (US and Canada) Masterclass (13), starting Thursday, 3 June 2021, at 11 am Eastern […]
Check Out My Video Hot-Take on Jurisdiction Provisions
No, you’re not dreaming! I’ve done a video critiquing a random couple of sentences plucked from EDGAR that deal with jurisdiction stuff. Well, OK, it might not be quite that compelling. But here’s what it does have going for it: it’s clear from the data that you people would rather pluck your eyeballs from your […]
The Human Factor: Why Our Mapping of Contracts Won’t Always Go As Planned
Starting in 2018, when I joined LegalSifter as a consultant, I’ve helped design the specifications for our “Sifters”—algorithms intended to spot a given issue expressed in contracts. Although I’m now LegalSifter’s chief content officer and have an array of responsibilities to match, I still create sifter specs. It’s work that’s conducive to humility, for reasons […]
Working Around Drafting Glitches Instead of Fixing Them
Yesterday I found this on EDGAR: It’s commonplace for contracts to contain instances of notice in writing or written notice and the like even though the notices provision says that all notices must be in writing. Whoever created the highlighted language was aware of that but decided that instead of, or in addition to, encouraging […]
When the Big Obligation Subsumes Smaller Obligations
The big obligation is The Widgets must comply with the Specifications. That being the case, there wouldn’t seem to be much point in saying these smaller obligations: Acme shall use only competent personnel in fabricating the Widgets. Acme shall maintain all Widget-fabrication equipment in good condition. Acme shall obtain and maintain insurance covering the Widget-fabrication […]
Thoughts on Delivery “By Hand”
In this 2012 blog post I explain why the phrase personal delivery is confusing. My conclusion: So the moral of this case is, Never say in a contract “deliver X personally,” “by personal delivery,” “personal delivery,” or any variant. But in this earlier post on the subject, I say this: Instead, what the phrase “personal […]