“Drafting Clearer Contracts” Training for 2024

I’ve scheduled Drafting Clearer Contracts training for the first half of 2024. I’m doing the following public series of Drafting Clearer Contracts: Masterclass (eight weekly hourlong sessions, supplemented by reading and quizzes): Masterclass (37) was scheduled at the request of a client who wanted their Singapore personnel to participate in Masterclass, but it’s open to all. Someone in California has … Read More

On Being Cited

Last week readers told me I was cited by the Delaware Court of Chancery in MALT Family Trust v. 777 Partners LLC. The topic wasn’t anything too exciting—the meaning of notwithstanding. A little more notable was the U.S. Solicitor General citing me a couple of months ago in their brief in Pulsifer v. U.S. (here). I was aware of the … Read More

The State of the Blog

You might have heard that I have a new blog, the Adams Contracts blog. It’s on the website of a new business, called … Adams Contracts. It’s a division of LegalSifter; we’re building automated contract templates. For more about Adams Contracts, go to our website, at So, two blogs, and two spheres of activity. Here’s how I see this … Read More

The Syntactic Ambiguity Lurking in the Name of a Flavor of Ben & Jerry’s Ice Cream

You know you’re suitably paranoid about the potential for confusion in contract language if you spot instances of that sort of confusion in your everyday life. Yesterday I was in urgent need of ice-cream therapy, so I got me a pint of the Ben & Jerry’s flavor (previously unknown to me) called “Salted Caramel Brownie.” Here’s the fine-print description: Vanilla … Read More

The Texas Supreme Court Misunderstands Aspects of Syntactic Ambiguity: U.S. Polyco, Inc. v. Texas Central Business Lines Corp.

Tipster extraordinaire Glenn West let me know about the Texas Supreme Court’s opinion in U.S. Polyco, Inc. v. Texas Central Business Lines Corp., issued yesterday (here). Here’s the language at issue (emphasis added): 1.1 TCB Infrastructure Improvements. As used in this Agreement: “TCB Infrastructure Improvements” will mean the following improvements agreed to and shown generally in Exhibit X attached and … Read More

“Material” Is Ambiguous. That’s Big News

I’m pleased to be able to make available my law review article The Word Material Is Ambiguous in Contracts, Why That’s a Problem, and How to Fix It. It’s in Scribes Journal of Legal Writing; go here for a copy. (The issue in which it appears hasn’t yet been published, but these days no one waits for that.) Use of … Read More

The Challenge of Addressing Your Client’s Needs

Andrew Stokes is CEO of The Law Machine, “a contracting platform that makes contract content modular so lawyers can automate contracts visually through a drag and drop UI.” I enjoy Andrew’s posts. I noticed his two most recent posts. In this one, he gripes about the notion of “market” contract terms: If ever again a $1000/hour lawyer dares tell me … Read More

My Essay in the ABA Journal About “Nonlawyer”

The ABA Journal has published my essay entitled What Should We Do with “Nonlawyer”? Go here. I wrote it because I thought polemic on the subject (including a couple of contributions by me) doesn’t tell the whole story. In my essay, I suggest that for two reasons, we can ease up on the indignation over nonlawyer. First, this use of … Read More

A Malpractice Fight Shows the Substantive Implications of Copy-and-Paste

A client of the law firm Proskauer Rose has sued the firm for malpractice, seeking $636 million in damages. Robert Adelman alleges that because of a provision mistakenly included in a contract relating to control of a hedge fund, the hedge fund’s manager was able to seize Adelman’s stake in the fund. Adelman’s lawyers allege that Proskauer negligently copy-and-pasted the … Read More

I Appear on the “Procurement Reimagined” Podcast

Go here for episode 16 of Gatekeeper’s “Procurement Reimagined,” with host Daniel Barnes. The title is Moving Beyond Cut and Paste: The Criticality of Contract Language with Ken Adams, Chief Content Officer at LegalSifter. Yes, it consists of a chat with yours truly. My thanks to Daniel for keeping the conversation moving!