Sports types invoke “100%” unusually often. (“Well, Dick, we’ve got to give it 100%!”) Mind you, if things are serious, 100% might not be enough! For some reason, 110% became an accepted figure, but even that’s sometimes eclipsed, as noted in this 2005 article from ESPN.com. Well, some contract drafters are also fond of “100%”, in that they use it … Read More
I noticed that the Rocket Lawyer confidentiality agreement that I wrote about in this post yesterday excludes liability for “direct, indirect, special, or consequential damages.” Language excluding damages is a nightmare, because hardly anyone understands what that jargon means. It’s something I wrote about in this February 2010 post and this March 2010 blog post, both on AdamsDrafting. Here’s the glossary … Read More
If a contract says that you may do something, no purpose is served by saying you may exercise that discretion “freely”—nothing suggests that the discretion granted would otherwise be somehow restricted. Nevertheless, may freely or its passive counterpart, may be freely, occur in 292 “material contracts” filed on the SEC’s EDGAR system in the past year. That doesn’t equal an … Read More
I’ve seen a lot of chatter about automated contract creation offered by Rocket Lawyer and LegalZoom. For the life of me, I don’t know why. Take Rocket Lawyer—please! Report Card I took advantage of Rocket Lawyer’s week-long free-trial period to create a confidentiality agreement. I chose their confidentiality agreement because I’m intimately familiar with the issues, thanks to my work … Read More
In this comment to a recent post on this blog, Mark Anderson—he of IP Draughts—makes the following recommendation: Ken, in my view best practice is to put definitions in two columns [using a two-column table], with the defined word in the first column and the definition in the second column. This makes it easier to find and read the definition. … Read More
The 2011 annual meeting of the Association of Corporate Counsel is taking place in Denver on October 23–26. I spoke at the previous two annual meetings, and I would have liked to have attended this one. But it’s parents’ weekend at my daughter’s new school, and on October 25 I’m giving a “Drafting Clearer Contracts” seminar in Washington, D.C. So no ACC … Read More
Joan Heminway, professor at the University of Tennessee College of Law, sent the following inquiry to me and one of her colleagues: In commenting on student work, I have noticed over the years a decrease in student use of quotation marks around defined terms, especially when defined in inside parentheses. I note that while investment bankers, e.g., do not typically … Read More
I understand that a law firm would regard it as a good thing if its clients, in between big deals, were to have occasion to get in touch with it every so often. That sort of low-threshold contact would reduce the odds of clients forgetting about the law firm and the stellar service it has provided. That in turn would … Read More
A participant at today’s “Drafting Clearer Contracts” seminar in Minneapolis mentioned how she includes in her drafts a footnote alerting the reader that it was drafted so as to comply with recommendations contained in A Manual of Style for Contract Drafting. She does so with the aim of dissuading people from asking her to restore suboptimal usages of the sort … Read More
At today’s Minneapolis “Drafting Clearer Contracts” seminar, one of the participants mentioned how his company has licensed ContractExpress—the technology that powers Koncision—to automate their confidentiality agreements. That prompted the following thought: Anyone who wants to use ContractExpress to automate their drafting of confidentiality agreements would be missing out if they don’t explore licensing Koncision’s confidentiality-agreement template too. You’d be getting … Read More
