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
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
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
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
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
Reader Gabriel Kurcab, a lawyer at the Cincinnati law firm Katz Teller, sent me the following traditional recital of consideration, which he had found in a medical director agreement: NOW THEREFORE, KNOW ALL MEN BY THESE PRESENTS, accepting the above WHEREAS clause as true and incorporating same as if fully stated herein, that the parties hereto, in consideration of the premises and the … Read More
The other day I had a chat with a BigLaw senior associate. He operates at a very high clock rate: he rattled off various doctrinal propositions that were foreign to me, and he suggested analogies to this, that, and the other. It was all rather over my head. But I’m fine with that, because I’ve long recognized that people’s minds can … Read More
I know only too well that if you draft a contract of any length and complexity, keeping track of the defined terms can be a challenge. It’s easy to find yourself using terms you don’t define, defining terms you don’t use, and using different defined terms to convey the same meaning. Thanks to Cousin Joshua, I learned about Wells Fargo … Read More
I see plenty of signs of increasing interest in rational contract language. For one thing, people keep buying MSCD in healthy numbers, and I find appreciative readers in all sorts of place. But how about objective evidence that people are choosing to follow MSCD‘s recommendations? Well, here’s a little test I ran. I searched that great manure lagoon, the SEC’s EDGAR … Read More
I described in this post how I had been a little nervous about how I’d be received in England. Well, the initial feedback from participants at my seminar for University College London suggests that I needn’t have worried too much. Here’s a sample: Ken’s personality and enthusiasm made the course. It has been a long time since I enjoyed a … Read More
