Earlier this year, I published an article suggesting why law firms might want to think about bringing in an outside speaker—presumably moi!—to speak about contract drafting. (Go here for a copy of that article.) But when I speak at law firms, I make a point of discussing some potential obstacles to associates’ changing the way […]
Getting Rid of the “Successors and Assigns” Provision
[Update June 17, 2013: Go here for the June 15, 2013 post about my article It’s Time to Get Rid of the “Successors and Assigns” Provision.] [Update April 12, 2013: For more recent posts about the “successors and assigns” provision, see “The ‘Successors and Assigns’ and Successor Liability” (here) and “The Illinois Appellate Court’s Problematic Take on the Traditional […]
On Beginning a New Semester
Last Thursday I taught my first class of the new semester. It prompted the following unconnected thoughts. *** I was reminded how pleased I am to be teaching at Penn Law. Why? Because the facilities are excellent and the students are smart and eager to learn. I went to Penn Law. When I graduated, I […]
“Form and Substance”
Form and substance? I don’t think so. In contracts, the phrase is used exclusively in references to documents to be delivered, as in an opinion of counsel in form and substance satisfactory to the Buyer. As with most “doublets,” the suspicion is that it mainly serves to add a rhetorical flourish, an easy gravitas. On […]
Document Assembly—Changing Talk into Action
Dennis Kennedy recently mentioned on his web site a new article on document assembly. It’s by Darryl R. Mountain, it’s called Disrupting Conventional Law Firm Business Models Using Document Assembly, and it can be found in the International Journal of Law and Information Technology. (A pdf version is available here.) It’s a thoughtful article, but […]
AdamsDrafting Seminars in Geneva, Switzerland
I’m pleased to announce that between November 20 and December 4, 2006, I’ll be holding in Geneva, Switzerland, a series of seminars on contract drafting. I’m fortunate to have as my sponsors ACC Europe (the European chapter of the Association of Corporate Counsel) and Hogan & Hartson. On November 20, 22, 24, 27 and 29 […]
“Applicable”
Here’s another target in the battle against ponderous contract prose—the adjective applicable. I discuss below three different ways that it’s used in contracts. “Applicable” Plus Noun Sometimes applicable is used before a noun. It’s possible to use applicable appropriately in this manner: The Company shall provide the Employee with pension and welfare benefits and group […]
Issues in Drafting Commercial Agreements—Using the First and Second Person
I had always assumed that only consumer contracts use the first and second person, as in Each of us is free to enter into similar agreements with others and You are responsible for any personal property taxes. But recently someone sent me a major company’s form of customer agreement. In that agreement, the company—let’s call […]
Issues in Drafting Commercial Agreements—The “Box”
My background is in drafting for deals rather drafting commercial agreements. (By “commercial agreement” I mean, vaguely enough, a form agreement relating to the supply of goods, services, or technology to customers.) But in my consulting activities, I’ve recently been dealing exclusively with commercial agreements. Because any given commercial agreement will likely be entered into […]
“Without Limiting the Generality of the Foregoing”
I had such fun contemplating for the avoidance of doubt that I was inspired to move on to its very close relative, without limiting the generality of the foregoing (and the even clunkier without limitation of the generality of the foregoing). My verdict? That you should almost always be able to use a less ponderous […]