Revisiting Conditional Clause Verb Structures

It’s time for me to revisit what verb tense to use in a conditional clause. It’s OK, no need to thank me! The following examples fall into two groups, those that relate to a moment in time and those that relate to a period of time. (In the examples, the conditional clause is the part beginning with If; the matrix … Read More

Be Careful About This When You Negotiate “Efforts” Provisions

A few months ago I noticed that the Georgetown Law Journal had published a student note entitled Is This Really The Best We Can Do? American Courts’ Irrational Efforts Clause Jurisprudence And How We Can Start To Fix It. It’s by Charles Thau, who has now graduated. Hi Charles, and congratulations on the note! My only reason for mentioning this … Read More

A Masterclass Participant on How the Course Has Helped Him with His Drafting

Sporadically I get feedback from people who have taken my online course Drafting Clearer Contracts: Masterclass. Today the professional-development person at a law firm said to me in an email, “We’ve signed up a few of our associates this year for your Masterclass sessions with great feedback.” And here’s the review someone just posted: This is a great class. It … Read More

My Article in the ACC Docket on Reviewing Business Contracts

Today the ACC Docket published my article with Michael Fleming entitled Reviewing Business Contracts: What to Look For and How to Look for It. Michael and I go way back. He was one of the first commenters on this blog. If you have any comments or think we missed something, we’d be happy to hear it.

Please Welcome Another Component to the “Efforts” Provision Family

In this April 2017 blog post I unleashed on the world my chart showing the different components of efforts provisions. Well, it’s time to add another column to that baby, unfortunately. That’s because I followed up on something I buried in this September 2019 post on the LegalSifter blog, namely an instance of the phrase mediation efforts. That offered the … Read More

Determining Whether a Defined Term Is Worth Using

Defined terms add value—they allow you to state a concept more concisely and consistently than you might otherwise. But they come at a cost: Using an autonomous definition breaks up reading—you force the reader to read both the autonomous definition and the related provision. Integrated definitions add a bit of clutter in the form of the defined-term parenthetical. All the … Read More

What Effect Does E-Signing Have on Contract Drafting?

One consequence of my not doing deals is that I have little occasion to consider what effect, if any, e-signing has on the wording and format of contracts. As far as I can tell, DocuSign works with whatever signature blocks you have. The only implication I can think of is that if signatures are always dated, you shouldn’t include a … Read More

Language of Policy as a Vehicle for Obfuscation

OK, it’s categories-of-contract-language time again! More specifically, the topic is language of policy, which states rules for how the contract works. Language of policy relates to stuff that happens automatically, as in This agreement is governed by German law. One shortcoming in language of policy is when you use structures analogous to the passive voice, as in Rent is payable … Read More

Getting Back to Commenting on This Blog

The blog post before this one (here) refers to extensive comments on a 2017 blog post. And also this weekend, I had occasion to revisit comments in another post, from 2019. I ended up incorporating in an article I’m writing the gist of comments by three regulars. Comments on my blog have been vital over the years. But they’ve dropped … Read More