Here’s something I said in this article on LinkedIn: And more generally, being expert in your company’s transactions doesn’t make you an expert in contract language, any more than knowing how to drive a car makes you an expert mechanic. Contract drafting is a specialized kind of writing: leave it to specialists. By “specialist,” I mean someone who is expert in … Read More
This post on Artificial Lawyer by Richard Tromans (@ArtificialLawya) notes that more and more technology is being directed at the contract process. In fact, there’s so much of it that I’ve stopped trying to keep track. The article focuses on a product called Avvoka. I’m not familiar with it, and I certainly haven’t tried it. My purpose is, as usual, … Read More
Last week I had the pleasure of finally meeting in person Brian Rogers, also known as “The Contracts Guy.” (His Twitter username is @theContractsGuy.) I’ve engaged with Brian for years, by telephone, webcam, and email and with comments on our respective blogs, but never in person, until last week. The occasion was my visit to St. Louis to do a … Read More
I’ve said any number of times (most recently in this 2016 post) that creating the defined term this Agreement is pointless. Actually, let’s just call it dumb. My thanks to @neil_neilzone for making that clear this morning with the following tweet: https://twitter.com/neil_neilzone/status/870596648132628480 When you create the defined term this Agreement by means of an integrated definition in the introductory clause, the … Read More
Last week a client told me that it uses the typeface Segoe UI (pronounced SEE-go) for its contracts. I wasn’t familiar with it, so I checked it out. Go here for the Wikipedia page for it. And the image below shows it alongside Calibri. Segoe UI is a system font, so it’s safe to use—it won’t default to some other … Read More
Be warned, regular readers: you won’t find anything new in my latest LinkedIn article, entitled The Three Things You Need for Optimal Contract Creation (here). But there’s something to be said for revisiting the same topics again and again. At least I hope so, since that’s what much of my writing consists of!
You accept that your templates could be substantially improved, in terms of both what they say and how they say it. (You don’t think that’s the case? I’d be happy to show you.) And you’ve accepted my axiom that the task of coming up with optimal contract language is best left to specialists. But bringing someone in to fix your templates … Read More
Consider this sentence: After termination, Acme will have 60 days to return to Widgetco any Confidential Information in Acme’s possession. What category of contract language should that be? Presumably obligation: No later than 60 days after termination, Acme shall return to Widgetco any Confidential Information in Acme’s possession. How about this one: After termination, Acme will have 60 days to … Read More
I take issue with the wording of the standard clauses promulgated by the various arbitration institutions. I’ve written about shortcomings in the American Arbitration Association’s standard clause (see this 2010 article), but the same problems are on display in others. That’s not surprising—most drafting is poor, so why should arbitration clauses be any different? The standard clauses are all short, … Read More
A feature of my categories-of-contract-language framework is something I used to call “passive-type policies” but in the fourth edition of MSCD (forthcoming) call “buried-actor policies.” In this 2016 post I wrote about is subject to as an example of a buried-actor policy. Here’s another: is eligible for. Consider how it’s used in this sentence: The Employee is eligible for a … Read More
