See this post on Language Log for how Judge Richard Posner did more than reach for the nearest dictionary in order to determine the meaning of “harboring.” Posner’s approach comes as a breath of fresh air, given the tendency of judges to rely unduly on dictionaries. That’s something I noted in this 2011 post, and it’s at the heart of … Read More
I currently find myself wrestling with what might seem interstitial stuff. It falls within “the part versus the whole”—my umbrella term for uncertainty over which members of a group you’re referring to. Consider the following: If Acme breaks a Widget [Is this conditional clause satisfied if Acme breaks more than one Widget? Presumably, so: if Acme breaks two Widgets, that … Read More
I’ve uploaded a new version of the confidentiality-agreement template. It reflects the following not-earth-shattering changes: @bradleybclark pointed out that in one bit of questionnaire guidance I had repeated a few words a few words. Thanks to another user, I learned that in one integrated definition the defined-term parenthetical was missing the closing quotation marks and closing parenthesis. (When you’re dealing … Read More
In this December 2011 post I wrote about a contract dispute caused by uncertainty over what the phrase “said cost” referred to. On further reflection, I realized that we were dealing with a kind of ambiguity that I hadn’t written about previously. To get a better sense of the basis of that ambiguity, I contacted Geoff Pullum, co-editor of my … Read More
In this recent post I wrote about how customers can be an obstacle to change. But inertia has been on my mind more generally, too. I’ve come to the conclusion that if an organization knows only traditional contract language and the copy-and-paste process, rational arguments won’t be enough to coax them into change. More specifically, I’ve found that providing an … Read More
Given that traditional contract language is confusing for native English speakers, it stands to reason that translating contracts from or into English would be a problematic undertaking. That’s something I wrote about in this article for the Bulletin of the Institute of Translation & Interpreting. (Hey, I’d find a way to get an article on contract drafting in any periodical!) … Read More
My lightning visit to Australia of course makes me an expert on Australian contract drafting. So here are some general impressions: “Plain Language” A significant portion of the Australian legal profession has shifted to what they call “plain language” drafting. I was told, for example, that a while ago Mallesons—now King & Wood Mallesons—invested heavily in training personnel and overhauling … Read More
The following is from reader Dan Devaney in Honolulu: I was not able to find any discussion on your new or old site discussing partners. The usual formulation seems to be “A is a general partner of ABC.” My favored formulation is “A is a general partner in ABC.” I’ve seen at your sites some references to the latter and … Read More
Consider the following: Company shall require each of its subcontractors to provide insurance coverage … . Do you think a reasonable reader, or a judge, would conclude that shall require means the same thing as shall cause? [Updated February 29, 2012: Since one example does not a sample make, here are some other instances of shall require that I found … Read More
Today I read Bill Carleton’s post “Outing Startup Legal Documents.” In this May 2011 post (and in the comments to that post) I explained why I was less upbeat than Bill about the prospect of developing standard documents by having one or more unspecified persons boil down law-firm templates. Given Bill’s latest post, I thought I might as well wade … Read More
