Blog

Upcoming Overseas Seminars: Bangkok, Kuala Lumpur, Doha, London, Seoul, Tokyo, Singapore (Plus U.S. and Canada)

Here’s how the overseas one-day and two-day “Drafting Clearer Contracts” seminars are shaping up through the end of the year: Bangkok, 6–7 August (with Marcus Evans): For more information, go here. Kuala Lumpur, 10–11 August (with Marcus Evans): For more information, go here. Doha, 18–19 October: This is still in the planning stages; details to come. London, 2 November (with University … Read More

Trade Groups, Criticism, and Effecting Change in Contract Drafting

I used to think that trade groups were a promising route to change. After all, they should have a broad perspective. They should be able to achieve economies of scale. And they should have resources. But I no longer take that for granted. Change involves determining that the current way of doing things doesn’t work as well as it should … Read More

From Caselaw, Cautionary Tales for Contract Drafters

Longtime readers will know that I have no time for the notion of “tested” contract language—instead of continuing to use confusing contract language because a court has had occasion to attribute meaning to it, I prefer to state meaning clearly. So instead of relying on caselaw to tell me how to draft contracts, I find caselaw mostly useful for the … Read More

The North Carolina Business Court and the Serial Comma: It’s Not Pretty

What, you want another example of a court mishandling its analysis of potential ambiguity? My SuperGuide post (here) wasn’t enough for you? OK, if you insist … Reader Zach Courson alerted me to a recent opinion of the North Carolina Business Court, Medfusion, Inc. v. Allscripts Healthcare Solutions, Inc., No. 14 CVS 5192, 2015 WL 1455680 (N.C. Super. Mar. 31, 2015) (PDF copy here). … Read More

One-on-One Coaching in Contract Drafting? Perhaps Not

In this post from last year I mentioned how I was about to start a program of one-on-one coaching with someone from the procurement department of a major company. A few months later, I did the same sort of thing with an associate from one of the big law firms. Yesterday I was asked if I would be available to do further … Read More

“Shall Not Permit”

I noticed this post on Keith Bishop’s California Corporate and Securities Law blog, on the meaning of the verb “permits” in a proposed change to the securities regulations. Here’s the relevant bit of Keith’s post: The verb “permit” means to give assent to some action or event. This implies an affirmative action on the part of the registrant. Applying this … Read More

“Represents and Warrants” Is a Zombie Usage

Yes, the phrase represents and warrants is a fixture in contracts. And it won’t disappear from the scene any time soon. But now that my article (this one) is out there, I can declare that represents and warrants is a zombie usage. And no, it’s not like one of those fast zombies. Fast zombies are badass. Instead, represents and warrants is like … Read More

My New Article on “Represents and Warrants”

My article Eliminating the Phrase Represents and Warrants from Contracts is now available. It’s in the latest issue of Transactions: The Tennessee Journal of Business Law. Go here for a PDF. This article shows that it’s pointless and confusing to use represents or warrants in a contract to introduce statements of fact. It recommends that instead you use states to introduce … Read More

Feedback from My Public “Drafting Clearer Contracts” Seminar in Houston

In two ways, my approach to seminar testimonials has changed over the years. First, I no longer include the name and organization of the person providing a testimonial: I don’t think that information enhances the value of the testimonial, and I’m sure that many people who otherwise would give testimonials decline to do so because they don’t want me parading … Read More

Some Thoughts on “Bloomberg Law: Corporate Transactions”

Last week I noticed this post on Dewey B Strategic about Bloomberg BNA’s new product “Bloomberg Law: Corporate Transactions. (Gotta love the colon, which gives it an action-movie-sequel vibe.) For Bloomberg BNA’s own announcement, go here. Above is part of a post on Contract-Automation Clearinghouse. To see the rest, go here. Contract-Automation Clearinghouse is where I now put my posts on contract automation … Read More