Is Clarifying the Scope of a Definition Worth It?

Last week I tweeted this image: In the tweet, I said this: There’s a disconnect in meaning between the definition (green) and the defined term (red). The way to fix it is by “clarifying the scope” of the definition: adding a phrase-plus-comma at the beginning of the defined-term parenthetical. Any suggestions? In a reply, I offered this fix, while acknowledging … Read More

MSCD5: Hunting Down Internal Inconsistency

There’s me, and there’s my writings. If you want to know what I think about something, you might want to start by consulting my writings, rather than asking me. I’ve been writing about this stuff for more than 20 years, and a lot of it is complicated, so I can only keep some of it in my mind at any … Read More

How Do You Learn How to Review a Contract?

Learning how to review a contract is the same as learning how to draft a contract: you have to know what to say and how to say it clearly and concisely. Of course, when you’re drafting, you’re in control, and you have a copy-and-paste starting point that you got from somewhere, so you can appear that you know what you’re … Read More

MSCD5: A New Opening to the Chapter on the Categories of Contract Language

Perhaps the most distinctive part of A Manual of Style for Contract Drafting is chapter 3, The Categories of Contract Language. It addresses how to use verb structures to establish, clearly and concisely, your intended meaning. To get a sense of what it involves, see the “quick reference” chart that’s part of the chapter; you can get to it through … Read More

What We Talk About When We Talk About Ambiguity

It’s best to understand what we mean when we say contract language is ambiguous. For linguists, text is ambiguous if it’s capable of expressing two or more inconsistent meanings. If some who read a contract provision think it means one thing and others think it means something else, that provision is ambiguous. Because ambiguity creates confusion and causes many contract … Read More

MSCD5: “See To” Sneaks In Under the Wire

The other day I saw in a contract—in an American Institute of Architects standard contract, no less—see to plus an abstract noun. I knew it was dubious, so I tweeted about it. And because it was interesting enough, I took the next logical step and dropped it into the manuscript of the fifth edition of A Manual of Style for … Read More

MSCD5: The Section on “Consequential Damages”

I have a sweet writing process. First, write something and publish it. After a few years, realize it’s not great. Take another crack at it, think it’s OK, then decide that in fact it’s still not great. Redo it. Ask knowledgeable people to look at it. Repeat the cycle a few times. It’s annoying but also entertaining, somehow. At least … Read More

Weinberg v. Waystar, Inc.: The Delaware Court of Chancery Considers an Ambiguous “And”

I noted with interest Vice Chancellor Glasscock’s opinion in Weinberg v. Waystar, Inc., decided today (PDF here). Here’s the language at issue: The Converted Units shall be subject to the right of repurchase (the “Call Right”) exercisable by Parent, a member of the Sponsor Group, or one of their respective Affiliates, as determined by Parent in its sole discretion, during … Read More

MSCD5: More Better Cross-References!

Five years on, I can reveal that the cross-references in the fourth edition of MSCD aren’t as accurate as I’d like. There are a lot of them—my guesstimate is over 4,500. I didn’t have time to check them all myself, so I automated each cross-reference when I created it, did spot checks, and otherwise hoped for the best. Well, some … Read More