Thanks to this update on LinkedIn by lawyer Alexander Tyulkanov, I saw this GE Report, entitled “Honey, I Shrunk The Contract: How Plain English Is Helping GE Keep Its Business Humming.” It describes how GE Aviation’s Digital Solutions unit replaced their seven bloated and archaic templates, each a hundred pages plus, with a five-page plain-English contract. It’s a great story. It reflects what … Read More
Here are the first two sentences of the fourth edition of A Manual of Style for Contract Drafting, as I currently imagine them: This manual offers guidelines for clear and concise contract language. If you’re making decisions regarding contract language without consulting it, odds are you’re copy-and-pasting, relying on flimsy conventional wisdom, or improvising. I hear you saying to yourselves, … Read More
[Updated 9 March 2017: Thank you all, but I now have all the volunteers I can handle.] OK, girls and boys, it’s time to start the process of publishing the fourth edition of A Manual of Style for Contract Drafting. The first part of that process is having some brave souls crawl over the manuscript looking for problems big and … Read More
Here’s what I said in this 2014 post: [I]f a party that is subject to a condition is in a position to act as if the condition has been satisfied even if it in fact hasn’t been satisfied, should the issue in question instead be stated as an obligation? My answer was yes, it should. This issue is subtle enough … Read More
That post about among other things (here)? I’ll now make a similar point about etc. Using etc. is never great. It’s casual, so it unsuited to the limited and stylized world of contract prose. But more to the point, etc. is either redundant, in which case you can get rid of it, or it’s not redundant, which case it’s potentially … Read More
The phrase among other things is usually benign, because usually it’s used to refer to something treated fully elsewhere—for example, in the same contract (the first example below) or in another contract (the example under it). Attached as Appendix A is an amended and restated Schedule B to the Subadvisory Agreement setting forth, among other things, the fee that the … Read More
In this 2011 post and this 2009 post I explored using license-granting language instead of language of discretion. Here’s what MSCD says about this: Granting language is analogous to language of discretion. Consider [1-4], [1-4a], and [1-4b]. They all convey the same meaning, but granting language using the noun license, as in [1-4], offers two advantages. First, license-granting language makes … Read More
Check out this post by @ronfriedmann. It’s entitled “The Future of Contract Management.” As Ron notes, the most ambitious software, know as contract lifecycle management (CLM) software, aims to offer “end to end contract management, from drafting and negotiating, to signing and execution, to managing rights and obligations.” There’s also software that aims to tackle one or more aspects of … Read More
I’m sure you recall this 2016 post, in which I listed words and phrases used to add pointless rhetorical emphasis to a contract. Well here’s another such phrase, and it’s a beaut: it is emphasized that. Ain’t nothin more emphatic that using the word emphasized. Here’s an example: It is emphasized that the designer of the unit is not entitled … Read More
I’m in the process of revisiting the concept of “misapplied” terms of art, which I discuss in MSCD chapter 1. The idea is that it doesn’t make sense to use doctrinal terms of art in contracts if simpler terminology is available. Today’s candidate for a misapplied term of art is the noun subrogation (and the verb subrogate). Here’s the Black’s Law … Read More
