In this comment to an October 2007 post, reader Michael Fleming said the following: Speaking of things we find in the introductory clause—How about some research and commentary into the British drafting habit (or is it a requirement???) of including the “company number” as part of the name of the corporate party (e.g., “Top Hat, Ltd., a United Kingdom corporation, … Read More
This might be of interest to anyone who has followed the litigation between United Rentals, Inc. and the RAM entities. (Click here for my previous post on the subject.) A sideshow in the litigation was the expert report of Professor John C. Coates that the RAM entities submitted to the court and how Chancellor Chandler dealt with that report. In … Read More
The first full year of the AdamsDrafting blog is winding to a close. Don’t worry, I’m not going to wax self-indulgently lyrical about the lot of the blogger. Instead, I just want to warn you that over the few three months I’ll have less time to devote to the blog, because I’ve promised the ABA that I’ll deliver to them … Read More
A reference on Ideoblog to “sloppy drafting” lead me to take a closer look at the litigation between equipment-rental company United Rentals Inc. (“URI”) and the Cerberus Partners acquisition vehicles RAM Holdings, Inc. and RAM Acquisition Corp. URI sued the RAM entities for having bailed on a $4 billion deal to acquire URI. The RAM entities claimed that URI couldn’t force … Read More
In MSCD 12.9, I recommend using underlining to emphasize section headings, each defined term when it’s being defined, and references to exhibits and schedules. Underlining—or rather underscoring, to use typographer terminology—is a typewriter convention created to approximate common typographic effects that couldn’t be achieved with a typewriter. Typographers don’t like it. James Felici, The Complete Manual of Typography (2003), notes … Read More
[Update, 12/21/07 3:30PM EST: Previously I linked to Word 2003 versions of a document in Times New Roman and the same document in Calibri. I belatedly realized that that would only confuse matters, so I’ve now linked instead to PDFs.] Brace yourselves—I’m proposing a change of typeface. The Current Regime I suggested in this November 2006 post that Times New … Read More
The December 10, 2007 issue of The New Yorker contains a fascinating article entitled “The Checklist.” It’s by Atul Gawande, a surgeon who’s also a staff writer at The New Yorker. The article discusses how using checklists—a process pioneered by a critical-care specialist named Peter Pronovost—significantly improves the consistency of the extremely complex care administered in intensive care units. The … Read More
[In this recent blog post I provided a partial analysis of the phrase moral turpitude and invited readers to complete it for me. No one took up my challenge with sufficient vigor to warrant awarding the prize, a signed copy of A Manual of Style for Contract Drafting. (Cue much wailing and gnashing of teeth!) What this episode taught me … Read More
A reader brought to my attention a recent post on the blog of Mike Dillon, general counsel of Sun Microsystems. It describes how Mike had Sun’s form of contributor agreement revised after someone complained that it was too wordy and complicated. As Mike explains, contributor agreements are used by most open-source companies and communities to specify the terms for contributions … Read More
In his Market Movers blog, journalist Mark Salmon discusses whether there are any benefits to sloppy contract drafting. Mark quotes another blogger to the effect that sloppy drafting can represent an attempt to bury an issue in impenetrable verbiage. I added a brief comment to Mark’s post, but I’m not inclined to attempt a definitive treatment—a simpler explanation for sloppy … Read More
