The European Commission recently published for comment a new draft of the “Standard Contractual Clauses.” Yesterday Martin Clausen, Alex Hamilton, and I jointly filed comments, primarily our version of a portion of the SCCs, just to give the EU a sense of how the SCCs could be made clearer. (The comment period ends today.) Our […]
In Contracts, “Please” Is Not the Magic Word
Thanks to a hot tip from Deep Throat Glenn West, I learned about the Fifth Circuit’s opinion from earlier this year in Landmark American Insurance Co. V. Lonergan Law Firm, PLLC (here). An insurance company claimed that appellant Lonergan, a lawyer subject to a malpractice claim, had failed to “report” the claim as she was […]
A Humdinger of an Opinion from the Delaware Chancery Court: AB Stable VIII LLC v. MAPS Hotels and Resorts One LLC
If you’re weary of the shitshow, I suggest you check out the work of an exemplary public servant—the Delaware Chancery Court opinion by Vice Chancellor Laster in AB Stable VIII LLC v. MAPS Hotels and Resorts One LLC (here), issued on 30 November 2020. It’s another epic Laster opinion, weighing in at 242 pages. The dispute […]
How to Express Not Complying with the Law
How do you express the concept of not complying with the law, but without expressing it in the negative? (In other words, without using not, or fails to, or the prefix non-, as in noncompliance.) Here are some verbs you could use: violates, breaches, contravenes, infringes, breaks. But which should you use? If it’s a […]
The Contract Drafter as Architect
This post on LinkedIn by Michael Naughton serves as a reminder of the perils of the artisanal approach to contract drafting: if there are no rigorous standards, you’re free to constantly reinvent a defective wheel. So if it’s not artisanal, how should we characterize contract drafting? Here’s what I said in this 2104 post: “I […]
40% Off MSCD on 30 November 2020!
Now hear this! If you buy A Manual of Style for Contract Drafting from the American Bar Association’s web store (here) on “Cyber Monday” (30 November 2020) and use the discount code CYBER2020, you’ll get 40% off and free ground shipping. That, my friends, is a bargain. Why would you want to buy the book? […]
The “Masterclass” Series Starting 12 January 2021 at 7:00 am Eastern Time (US) Is Now Open to Everyone
The series of Drafting Clearer Contracts: Masterclass that’s set to start on Tuesday, 12 January 2021, at 7:00 am Eastern Time (US and Canada) is now open to everyone, not just people in Asia and the Middle East. Given that Asia and the Middle East encompasses a whole bunch of cultures, it seemed silly to […]
Louise Kulbicki Interviews Me (And Learns How I Came to Do What I Do)
Recently I was interviewed by Louise Kulbicki for her Study Legal English podcast. That episode is now out. You can click on it at the bottom of this post, and it’s also available through her site, here. (It’s Louise’s 99th episode of her podcast. By my standards, that’s a lot of episodes!) The interview clocks […]
More Singular-and-Plural Defined-Term Insanity
You’re of course aware that in many contracts, the unnecessary defined term Party is defined using this sort of thing: individually a “Party” and collectively the “Parties”. It’s ridiculous—we know how singular and plural work, thanks. Last year I did this post about how drafters use that formula for other defined terms, making it even […]
Scorn and Ridicule Won’t Get People to Change
Last month I ran the following idea by my Twitter followers: Pondering a blog post: "Ten Signs Your Contract Template Is F*cked." — Ken Adams (@AdamsDrafting) October 10, 2020 It met with sufficient approval that I prepared a blog post entitled “Your Shit’s Fucked Up: 7 Signs of Dysfunctional Contract Templates.” Well, I regret to […]