A participant at my recent seminar in Ottawa reminded me of something I’d never paid much attention to—the idea that one should draft without punctuation. It’s a hoary old notion that still lingers in Commonwealth jurisdictions. Here’s what an Australian text has to say on the subject (footnotes omitted): Traditional legal drafting uses punctuation sparingly. This has been the practice … Read More
Warning: grammar nerdiness ahead. In license agreements I see the following two alternative constructions: Acme hereby grants Widgetco a license to … Acme hereby grants to Widgetco a license to … The second alternative represents the inferior choice. Consider the following sentences: I gave John a book. I gave a book to John. *I gave to John a book. The first … Read More
Sometimes one encounters in contract drafting issues that are of broader relevance. In MSCD, discussion of such issues is grouped in chapter 16, and on this blog they’re grouped in the category “Drafting as Writing.” I encountered one such issue yesterday, when I received the following email from a reader: I was wondering whether there is any difference in meaning … Read More
Someone recently asked me what I thought of using the word addendum in connection with contracts. I’m not crazy about it. Black’s Law Dictionary defines addendum as “Something to be added, esp. to a document; a supplement.” So an addendum adds something to a contract, but it’s not clear whether you’re amending or supplementing the contract. (MSCD 17.10 discusses the … Read More
I’m occasionally asked about how one might go about creating a searchable digital archive of a medium-sized company’s hard-copy contracts. It’s nothing I’ve had any direct experience with. If you have any suggestions, I’d be interested to hear them, and I suspect other readers would too.
The Wall Street Journal has published this article on use of the phrase throughout the universe in contracts. And below is the accompanying video. I’m featured fleetingly in both. Most of my interview ended up on the cutting-room floor, presumably because my take on this subject was dreadfully earnest: The phrase throughout the universe, which I wrote about in this … Read More
Recently the word irrevocably attracted my attention. It means “unalterably.” And more often than not it’s redundant. That’s because generally when a contract party takes an action, it follows that absent anything in the contract to the contrary, the action can’t be undone. Consider the following example: Upon issuance of a Letter of Credit, each Lender will be deemed to … Read More
From the perspective of the presenter, one key way in which webcasts differ from live seminars is that feedback is hard to come by: since launching my series of webcasts with West LegalEdcenter, I’ve heard nary a peep from anyone who has watched them. That made it particularly gratifying to receive the following email from Gary Karl, a partner in … Read More
The history of law-firm template-contract initiatives is not a happy one. Various factors conspire against a law firm successfully implementing and maintaining rigorous templates: Law firms are generally asked to draft a broad range of documents. Any one law firm may not be asked to handle a given kind of transaction often enough to warrant devoting resources to creating and … Read More
I find that the notion of categories of contract language (considered in detail in chapter 2 of MSCD) often provides a useful framework for analyzing substantive drafting issues. Take an issue I was asked about twice recently, once at the ACC annual meeting, once by one of my Penn Law students. It’s routine for contract provisions to assign future rights, … Read More
