In this item that he posted on his blog last November, Wayne Schiess mentions that when he was a full-time practicing lawyer, he thought he was a good writer. He says he now realizes that he was quite mediocre and unaware of his limitations. He poses the following question: “Many practicing lawyers today believe themselves […]
New Law Review Article on the Ambiguity of “And” and “Or”
St. John’s Law Review has just published my new article, Revisiting the Ambiguity of “And” and “Or” in Legal Drafting. My co-author is Alan S. Kaye, professor of English, comparative literature, and linguistics and director of the Laboratory of Phonetic Research at California State University, Fullerton. Click here to go to a copy of the […]
“Warranty”
It’s high time I tackled warranty and the related verb to warrant. Here’s my first stab at this topic. Background In this Business Law Today article and this follow-up blog post I demonstrate that it’s pointless and confusing to use the phrase represents and warrants (and representations and warranties) in a contract, or at least […]
“Throughout the Universe”
Fans of overkill—if you like from the beginning of time, you’ll love throughout the universe. You can find it in rights-granting language, as in the following example (emphasis added): Client shall have the sole and exclusive right throughout the universe in perpetuity to use and exploit all or any part of the Properties and all […]
More on “Hold Harmless” and “Indemnify”
In a recent post I discussed the terms hold harmless and indemnify. I noted that Black’s Law Dictionary states that the two terms have the same meaning whereas Mellinkoff’s Dictionary of American Legal Usage says that one can also distinguish the two terms—that “hold harmless is understood to protect another against the risk of loss […]
A Note to Those Who Receive AdamsDrafting Email Updates
Quite a few readers of this blog have signed up to be notified by email whenever I post a new item. But I suspect that there are those who find it a bit intrusive to receive an email from me once, twice, or three times a week. If that applies to you—and I know I’d […]
“Be and Hereby Is”—The Lamest Drafting Usage?
I like to think that my recommendations regarding contract drafting fly under the radar—that most people who read an MSCD-compliant contract won’t find anything disconcertingly unfamiliar about it. But corporate resolutions are a different matter. (By corporate resolutions, I mean the resolutions that the governing body of a legal entity adopts to memorialize its decisions.) […]
Reminder: New York and Atlanta Seminars
Now that the holidays have come and gone, allow me to take the liberty of reminding you that my two seminars with West Legalworks are fast approaching. The seminars are entitled Contract Drafting—Language and Layout and address topics I discuss in MSCD. I’ll be in New York on February 7th and in Atlanta on March […]
“Execute and Deliver”
I’ve never been fond of the phrase execute and deliver, so this weekend I took the opportunity to revisit it. My conclusions are modest enough. Here they are, in case anyone’s interested. This phrase execute and deliver (and its counterpart execution and delivery) is a standard feature of English-language contracts. As in the following obligation: […]
How a Court Determines Whether Something Is an Obligation or a Condition
One of the joys of being a contract-drafting guy is that I don’t have to dwell on the mess that results when courts have to make sense out of contract language that’s unclear. Instead, I focus on how to avoid such problems. But it’s a good idea to look at case law every so often, […]