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What It Takes to Be a Great Contract Drafter

Here’s what it takes to be a great contract drafter: Know the deal mechanics. As a drafter, it’s your job to express the transaction in a way that advances your client’s interests most effectively. You can’t do that unless you’re aware of the full range of options for structuring the deal. I don’t mean to suggest that you yourself have to possess … Read More

“Shall Not … Unless” Versus “May … Only If” (Updated!)

[Updated December 9, 2014] One of the privileges of blogging is that it gives you the opportunity to talk utter BS without doing much damage. A case in point is this post, originally published on August 4, 2014. To recap, the issue was whether one of the two following alternatives was preferable to the other: Acme shall not sell the Shares unless … Read More

Update on LawInsider.com

In this 2013 post I wrote about LawInsider.com, a searchable database of the SEC’s EDGAR system. I followed that with an update in this July 2014 post. In each case, the guy behind LawInsider.com, Preston Clark, chimed in with comments. Well, Preston recently let me know that a “clause search” function has been added to LawInsider.com. Preston describes it in … Read More

Zurich “Drafting Clearer Contracts” Seminars in April 2015

I’m pleased to announce that I’ll be giving public “Drafting Clearer Contracts” seminars in Zurich, Switzerland, on Wednesday, 15 April, and Thursday, 16 April 2015. The seminars will be held at the headquarters of ABB Asea Brown Boveri Ltd. For more information, go here.

China “Drafting Clearer Contracts” Seminars in March 2015

I’m pleased to announce that I’ll be giving a public “Drafting Clearer Contracts” seminar in Beijing on March 6, 2015, and one in Shanghai on March 10, 2015. More information will be forthcoming. For now, anyone who’s interested should contact Simon Huang of SiS Conference at simon.huang@sis-conf.com or +86 21 5160 0280-666.

Clear Drafting Doesn’t Involve Dumbing-Down

I was recently reminded of the following, from a work on contract drafting: Effective writing consists of clear communication of the subject matter to its intended audience. The audience for commercial contracts is sophisticated business people and their lawyers. The notion that complex commercial contracts should be written in plain English, so as to be understood by people who would never be expected to read … Read More

A Brief Note on Being Included in the Blawg 100 Again

I learned yesterday that this blog has again been included in the ABA Journal’s “Blawg 100“—its list of the hundred best law blogs. This blog has made the Blawg 100 five out of the past six years. Well, if blogs are being recognized, I’m not averse to having this blog be included. And the Blawg 100 is less silly than a … Read More

A Plausible Candidate for Contract Automation: The National Association of State Procurement Officials (NASPO)

Change is facilitated by economies of scale: implementing a document-assembly system for contract drafting becomes more feasible if the aim is to serve many users, not one. That’s why I’ve long thought that it would make sense to have trade groups build document-assembly systems for use by their members. To be more specific, a plausible candidate for automated contract creation … Read More

What Information to Include for a Japanese Company in the Introductory Clause

The party information you include in the introductory clause should serve to distinguish that party from anyone else bearing that name. But I’m acutely aware that what information you include can depend on the jurisdiction. This Tuesday, at my Tokyo “Drafting Clearer Contracts” seminar, I heard of another instance of that from Noboru Muranaka, a member of the legal staff … Read More

“Well and Truly”

Is there no end to the oddity of traditional contract legalese? Today we consider well and truly, which I was happily unaware of until I considered the recital of consideration featured in this post. Its use of well and truly caused me to hit EDGAR, where I found the following examples: This Agreement and each and all of the Obligations shall survive … Read More