Here’s another categories-of-contract-language issue that I’ve been mulling over: It’s commonplace for consulting agreements to contain a provision regarding the consultant’s status as an independent contractor rather than an employee. But what category of contract language should you use for such provisions? Obviously, it wouldn’t make sense to use language of obligation—The Consultant shall be an independent contractor. You could … Read More
With an eye to the third edition of MSCD, I’d like to revisit something that I first discussed in this November 2009 post on AdamsDrafting—the relationship between license-granting language and language of discretion. Here’s what I said in that earlier blog post: But more importantly, any discussion of the meaning of contract language has to start with semantics. I suggest … Read More
I was recently contacted by Nancy Hupp. She’s a lawyer who’s director of practicelaw.org, a legal-practice resources website for members of the Minnesota State Bar Association. She’s also enrolled in a graduate class at the University of Minnesota, for which she’s writing a paper on visual representation of legal information. She was wearing her graduate-student hat when she contacted me. … Read More
I’ve searched a dozen contracts on my computer, and another dozen on EDGAR, without finding the word very. That might seem odd, given that very is such a basic word. So basic, in fact, that Lexis won’t allow you to include it in a search. But as a measure of magnitude, for contract purposes very is essentially unusable—the reader has … Read More
[Updated December 8, 2011: I can confirm that despite the flooding in Thailand, the Bangkok seminar will be going ahead.] I’m delighted that in February 2012, I’ll be presenting in the following cities, under the auspices of Marcus Evans, my two-day seminar “Effective Contract Drafting: Concise Language, Efficient Process”: February 13–14, Kuala Lumpur, Malaysia (go here for more information) February … Read More
Simple words are better, right? So why not use the verb end instead of terminate? Here’s what it would look like: This agreement will [terminate] [end] on October 29, 2011. Acme may [terminate] [end] this agreement if … Similarly, you could use the verb buy instead of purchase: Acme hereby [purchases] [buys] the Shares … . But aside from ingrained habit, perhaps … Read More
When I review my students’ contract-drafting assignments, I’ll flag instances of what I think of as word-processing debris: superfluous spaces or tabs that follow a given block of text. They look sloppy. You wouldn’t see them in a printed copy of a document, and you wouldn’t see them if you haven’t selected “Show” in Word’s “Show/Hide” option. (What, you haven’t … Read More
Add rightfully and rightful to the list of words that are best omitted from any contract. The word rightfully occurs in 661 contracts filed as “material contracts” on the SEC’s EDGAR system, which makes it a relatively commonplace feature of the contract landscape. Here are some examples: Confidential Information shall not include information that: … the Licensee rightfully obtains from a … Read More
If you want to be depressed, I recommend you consult this article on Lexology (free registration required) by Wragge & Co., the U.K.-headquartered international law firm. It’s entitled—long-winded-title alert—Before you take the plunge. Back to basics on contracts – part 4. Best, reasonable and all reasonable endeavours – how far are you agreeing to go and what are you committed to? (Thanks … Read More
National Magazine, the magazine of the Canadian Bar Association, contains Jordan Furlong‘s new article Here Come the Robo-Lawyers. I’ve long enjoyed reading Jordan’s stuff—he’s an astute observer of the legal scene. So I was pleased that Koncision was one of three technologies he featured in the article. Another technology mentioned is Neota Logic, which I wasn’t familiar with. Hmm—could it … Read More
