Blog

MSCD5: More Better Cross-References!

Five years on, I can reveal that the cross-references in the fourth edition of MSCD aren’t as accurate as I’d like. There are a lot of them—my guesstimate is over 4,500. I didn’t have time to check them all myself, so I automated each cross-reference when I created it, did spot checks, and otherwise hoped for the best. Well, some … Read More

Revisiting “Setoff” and “Offset”

Every once in a while, I revisit a subject I made a hash of previously. Now is one of those times. I did this 2014 post on the setoff and offset. Because of an oversight on my part, the topic never made it into MSCD. I exhumed it for the fifth edition, and in the process realized that my 2014 … Read More

New Series of “Drafting Clearer Contracts: Masterclass” for Fall 2022

I finally got my act together and published four new series of my online course Drafting Clearer Contracts: Masterclass. Here’s when each series begins: Wednesday, 3 August 2022, at 11:00 am ET Thursday, 1 September 2022, at noon ET Monday, 3 October 2022, at 11:00 am ET Tuesday, 1 November 2022, at noon ET For more information and to register, … Read More

Be Careful Where You Get Your Contracts Expertise

This is from a 20 June 2022 Artificial Lawyer item entitled CLM Without Expert Legal Input Is “Quite Scary”, about how the UK-based law firm Addleshaw Goddard (AG) is helping clients implement contract-lifecycle-management (CLM) systems: The rest of this post is on the LegalSifter blog, here.

MSCD5: The Countdown Begins!

Well, friends, last night I submitted to the American Bar Association the manuscript for the fifth edition of A Manual of Style for Contract Drafting. If all goes well, it will appear sometime before the end of the year. The fifth edition is about 10% longer. I’ve revised and expanded many topics, and I’ve added new topics. Consider chapter 6 … Read More

Here’s an Alternative to the Usual “Consequential Damages” Randomness

I’ve written about consequential damages (primarily in this 2010 post and the follow-up), but I’ve been acutely aware that I’ve pointed out problems without proposing a better way to handle excluding consequential damages. That’s what I attempt with this post. Here’s a randomly selected limitation-of-liability provision: In no event shall a party have any liability to another party for any … Read More

Revisiting “Good and Valuable Consideration”

In 2015 I did this post about the phrase good and valuable consideration. Well, I underestimated how stoopid it is. Here’s an example of a traditional recital of consideration: NOW, THEREFORE, in consideration of the premises and the mutual covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the … Read More

The Ten—Uh, 11—Commandments of Drafting Business Contracts

Inspired by this morning’s post about not making contract language too informal, here are my 11 commandments for drafting business contracts: Contract language should be clear. Contract language should be only as complicated as it needs to be. Contract language should be precise. Contract language should omit redundancy. Contract language shouldn’t say the same thing twice. Contract language should be … Read More

“24/7” and the Limits of Jargon [Updated: It’s Actually Informal!]

[Updated 10:30 p.m. ET, 9 May 2022: Thanks to Josh’s comment, I now have a different take on 24/7. It’s not limited to contracts—one hears 24/7 in all sorts of contexts. So I don’t think it’s jargon. Instead, it’s informal. I suspect that it’s more common in speech than in writing; that’s often the case with informal usages. But it’s … Read More