Blog

“City of Contracts” Podcast with Casey Flaherty, Director of Legal Project Management at Baker McKenzie

22 April 2019 by Ken Adams

Go here for my podcast with Casey Flaherty, director of legal project management at Baker McKenzie. As the blurb says: Ken and Casey have a freewheeling conversation about what’s involved in getting lawyers to do stuff differently. (Well, Casey does the freewheeling part, with his usual aplomb.) For some background reading, see this 2018 blog post in which Casey ruminates on the contract-drafting … Read More

Paying a Price for Following the Herd in Selecting Contract Usages (Featuring “Promises to Pay”)

19 April 201918 April 2019 by Ken Adams

Unless you’re unlucky enough to be riding the copy-and-paste train, contract drafting involves making choices. Lots of them. When I redo a company’s template, it can feel like I’m in a slow-motion version of a first-shooter video game, facing in not-so-quick succession an endless barrage of decisions. I addressed just one such decision in a recent tweet: Anyone want to … Read More

Marking Changes on the Signature Copy of a Contract

18 April 201918 April 2019 by Ken Adams

The image above is from a hotel agreement I examined as part of my LegalSifter duties. It caused me to wonder how people go about making final changes to the signature copy of a contract. What are the alternatives, apart from marking changes by hand? It’s been forever since I last did a deal, so I have no idea. Specifically, … Read More

Thoughts on an IACCM Article on Why Contracts Are So Hard to Understand

18 April 201918 April 2019 by Ken Adams

I noticed this article published by IACCM. It’s entitled Why Are Agreements So Hard to Understand?, and it’s by Kristian Foss, a partner in a Norwegian law firm. It prompted the following thoughts: Contracts aren’t easy to understand? No surprise there. Sure, traditional contract drafting is dreadful, but the awkward fact is that transactions tend to be complicated. “Easy” is … Read More

Need Someone in Minneapolis to Help Your Company with Transactional Work? I Recommend Betsy Clarke

16 April 2019 by Ken Adams

Over the course of a year I did consulting work for U.S. Bank. The person who engineered that was Betsy Clarke, VP and corporate lawyer. Here’s what I had to say about Betsy on LinkedIn: I worked closely with Betsy on consulting projects. I found her unfailing positive and unflappable. She was determined to improve her organization’s contracts, understands commercial … Read More

Staying in Orbit: This Blog in Middle Age

16 April 201915 April 2019 by Ken Adams

If a satellite is put into orbit high enough and goes fast enough, it stays in orbit: it just keeps falling around the earth. I feel that’s what my blog is now doing. It’s not something I focus on at the moment; I have more pressing things occupying my mind. But I’m always rooting around contracts and exploring new ideas, … Read More

Another Steaming Helping of Syntactic Ambiguity

15 April 2019 by Ken Adams

As someone should have said, The price of freedom from ambiguity is eternal vigilance. Today’s lesson comes to you thanks to the eternally vigilant Glenn D. West, the what-to-say yin to my how-to-say-it yang. He alerted me to the recent opinion of the Delaware Court of Chancery in Batty v. UCAR International, Inc. (PDF here). Here’s the relevant bit (footnotes … Read More

State Activism Through Contracting

12 April 20197 April 2019 by Ken Adams

While I was rooting around in hotel agreements, the following provisions caught my eye. First Example This was in a contract between a hotel and some instrumentality of Tennessee state government: The HOTEL certifies, under penalty of perjury, that to the best of its knowledge and belief the HOTEL is not on the list created pursuant to Tenn. Code Ann. … Read More

Mutating Meanings of Terms of Art

6 April 20196 April 2019 by Ken Adams

Yesterday I did this tweet, prompted by my rooting around in hotel agreements for LegalSifter: I love it that in leases, "quiet enjoyment" has nothing to do with quiet enjoyment and instead relates to possession not being disturbed by superior title. I love it even more that in hotel agreements, "quiet enjoyment" refers to guests being able to enjoy their … Read More

Whether the Person Signing for the Other Side Is Authorized

1 April 201931 March 2019 by Ken Adams

The concluding clause often says that the people signing the contract have been “duly authorized.” This is what MSCD says about that: The body of the contract is a more sensible place than the concluding clause for statements of fact regarding authorization. But more generally, if you’re concerned whether the individual signing for the other party is authorized, having the … Read More

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