The concept of termination for cause occurs in employment agreements. That’s where it belongs—don’t put it in other kinds of contracts. Here’s an example of a definition of “Cause” from an employment agreement: And here, from a manufacturing services agreement, is a section referring to termination for cause: In employment agreements, the concept of termination for cause takes the … Read More
Here’s something I tweeted this week: Tonight's question: What acronym have you seen used in a contract as the defined term for that contract? Off the top of my head, I recall having seen NDA, MSA, and CRADA. (I'm not endorsing this practice!) — Ken Adams (@AdamsDrafting) September 22, 2020 Here are the examples people submitted in response, plus others … Read More
I love me some effective government services. For example, I recall how a few years ago I realized at midnight one night that I needed to get a new passport for my grand seminar tour of Asia. My flight for Tokyo was leaving early evening the next day. Thanks to the passport office on Houston Street, I was able to … Read More
This past week I wrapped up the first three series (apart from trial series) of my new online course Drafting Clearer Contracts: Masterclass. On thing that’s clear is that for many people, pandemic life is hectic. I ended up moving several people to a later series because of some crisis or other. And plenty of people missed sessions for various … Read More
I’m the how-to-say-it-clearly guy, and I’m pleased with my lot. But it follows that except with respect to basic commercial provisions, I don’t tackle what you should say in a contract. That’s why I take my hat off to Law Insider for this installment in what appears to be a podcast series called The Contract Teardown. It features my friend … Read More
Dale Carnegie, an early-twentieth-century U.S. writer and lecturer on self-improvement, famously said, “Tell the audience what you’re going to say, say it; then tell them what you’ve said.” Whatever the merits of that gem, it doesn’t apply to contracts. In particular, don’t say what you’re going to say, as in this example: This agreement states the terms under which the … Read More
MSCD 4.34 says that in a set of enumerated clauses, the period should occur at the end of the last enumerated clause. This post is about what it can look like if you don’t do that. Consider the sentence above. (It’s a long one.) All we’re concerned with is the initial set of enumerated clauses and how it relates to … Read More
Recently I did this post prompted by an exchange with a reader. That exchange started with my reader asking this question: How do you stay on top of contract dispute cases that deal with imprecision of language, as you discuss on your website? Are there certain search terms you use in Westlaw? I have tried to search for cases, but … Read More
A few days ago I encountered the word coterminous for the first time … ever? Of course, it was in a contract. Here’s the Blacks Law Dictionary definition: coterminous (koh-tər-mə-nəs) adj. (18c) 1. (Of ideas or events) coextensive in time or meaning <Judge Smith’s tenure was coterminous with Judge Jasper’s>. Is coterminous a worthwhile term of art, or is it … Read More
This is the first of two posts prompted by what a reader said in a recent exchange of emails. Here’s one thing they said: On more than one occasion, a colleague has used the term “academic” as a pejorative to describe my interest in an issue. For example, “well, let’s try to stay away from just academic discussions and concentrate … Read More
