I’d like to write an article about English-language contract drafting for civil-law jurisdictions. It’s pretty much the only blank spot on my particular map. But I’d need a co-author. They’d have to do the bulk of the research. We’d devise the outline together, and we’d write it together. I’m looking for someone who’s enthusiastic, isn’t a bullshitter, has a track … Read More
Above is a screenshot my daughter sent me a few days ago, showing texts she exchanged with a friend. “Hahaha” indeed. I thought of it on reading Casey Flaherty’s post touching on my work (here). Casey accurately summarizes my, uh, lack of restraint. I know some people wonder why I’m so in-your-face. A commentator on litigation writing once earnestly advised … Read More
A Manual of Style for Contract Drafting isn’t a promising candidate for a book review. Unless you’re willing to immerse yourself in detail, perhaps the most sensible approach would be to do a quick in-and-out, skating over the hundreds of pages of exegesis and exiting with a sigh of relief. Well, thank goodness for contrarians like Casey Flaherty. In this … Read More
[Updated 11 Dec. 2021: For more on this topic, see this July 2018 post and this April 2020 post.] For a while now, I’ve asked myself what category of contract language to use when providing for one party to invoice the other. Here are the possibilities: Language of obligation: Widgetco shall invoice Acme monthly in arrears for purchases under this … Read More
The recent opinion of the Delaware Chancery Court in ITG Brands, LLC v. Reynolds American, Inc., No. CV 2017-0129-AGB, 2017 WL 5903355 (Del. Ch. Nov. 30, 2017) (PDF here), stands for the proposition that making a contract a bit less clear than it could be might be all that a disgruntled contract party needs to start a stupid fight. Here’s … Read More
Because I have a PDF, I haven’t needed the ebook version of the fourth edition of MSCD (available here). But I’ve wondered how it works, and I thought you might wonder too. So here, verbatim, is what the ABA told me: ABA books were first available in ePub format. About a couple of years ago we began to offer books … Read More
While I was in London in November, I recorded a 26-minute Practical Law Company video with Daphne Perry on how to make contracts clearer. (What else did you expect!) Go here; if you don’t have a Practical Law Company account, you’ll have to sign up for a free trial to view it. I’d be happy to hear what you think.
I signalled in this post that my task of compiling guidelines to the building blocks of contract language is largely done. But it will never be over, and here’s an example of that. I recently encountered the formula this agreement allows. That sent me to EDGAR, where I found the following examples: As a general form of contract, this Agreement … Read More
I divide my time between giving seminars and helping companies upgrade their contract templates. Here are some reasons why you might not want to hire me for the latter service. “Our templates are great.” Actually, it’s likely that in terms of what they say and how they say it, your templates are somewhere between a train wreck and in need … Read More
I routinely encounter the assumption that lawyers understand contracts better than others, and that the challenge is for lawyers to help everyone else by making contracts clearer. For me, that sets alarm bells ringing. Consider this in terms of my usual framework, which divides contract drafting into the tasks of determining what you say and determining how you say it. … Read More
