As I was driving in my car yesterday, the Bruce Springsteen song “Streets of Philadelphia” came on. The second line of the lyrics caught my attention: “I was unrecognizable to myself.” It wasn’t because of the imagery or anything hifalutin like that. Instead, I noted that use of the adjective unrecognizable was an interesting choice. For most utterances, you could … Read More
Revisiting this 2014 post on reading a contract reminded me of an aspect of reviewing contracts that perhaps doesn’t get the attention it deserves: factoring in the default rules. If your understanding of a transaction is limited to what’s in the contract, you might be putting yourself at a disadvantage—you might be unaware of default rules that would apply in … Read More
"Crap! We added 'pandemic' to our force majeure provisions, but no one told us to add 'Arctic outbreak' or whatever the freak you call this!" Drafters are always refighting the last FM war. Instead, play a long game and lose the parade of horribles. See https://t.co/lLkFG3UM0p https://t.co/z9T1THoHJ8 — Ken Adams (@AdamsDrafting) February 20, 2021 That’s it. That’s the post.
Finally, I’ve created three new series of Drafting Clearer Contracts: Masterclass, my course built around eight live hour-long sessions held once a week and supplemented by reading and quizzes: Masterclass (12), starting Monday, 5 April 2021, at 11 am Eastern Time (US and Canada) Masterclass (13), starting Thursday, 3 June 2021, at 11 am Eastern Time (US and Canada) Masterclass … Read More
No, you’re not dreaming! I’ve done a video critiquing a random couple of sentences plucked from EDGAR that deal with jurisdiction stuff. Well, OK, it might not be quite that compelling. But here’s what it does have going for it: it’s clear from the data that you people would rather pluck your eyeballs from your head than watch anything longer … Read More
Starting in 2018, when I joined LegalSifter as a consultant, I’ve helped design the specifications for our “Sifters”—algorithms intended to spot a given issue expressed in contracts. Although I’m now LegalSifter’s chief content officer and have an array of responsibilities to match, I still create sifter specs. It’s work that’s conducive to humility, for reasons I’ll now explain. This post … Read More
Yesterday I found this on EDGAR: It’s commonplace for contracts to contain instances of notice in writing or written notice and the like even though the notices provision says that all notices must be in writing. Whoever created the highlighted language was aware of that but decided that instead of, or in addition to, encouraging drafters to use search-and-replace to … Read More
The big obligation is The Widgets must comply with the Specifications. That being the case, there wouldn’t seem to be much point in saying these smaller obligations: Acme shall use only competent personnel in fabricating the Widgets. Acme shall maintain all Widget-fabrication equipment in good condition. Acme shall obtain and maintain insurance covering the Widget-fabrication facilities. And so on. To … Read More
In this 2012 blog post I explain why the phrase personal delivery is confusing. My conclusion: So the moral of this case is, Never say in a contract “deliver X personally,” “by personal delivery,” “personal delivery,” or any variant. But in this earlier post on the subject, I say this: Instead, what the phrase “personal delivery” seeks to convey is … Read More
You’ve seen—I hope!—part 1 (with Nada Alnajafi) and part 2 (with Alex Hamilton). Now, LegalSifter unleashes on an unsuspecting world part 3 of my video series on the Salesforce master subscription agreement. (I’m LegalSifter’s chief content officer.) This time, my co-presenter is Gabe Meister, a lawyer in private practice who has lots of experience with this kind of contract. Gabe … Read More
