In the course of discussions in London, it became clear to me that I have few supporters in suggesting that drawing a distinction between endeavours standards—the US equivalent is efforts—is an invitation to confusion. The prevailing view is that of course best endeavours imposes a more exacting standard than does reasonable endeavours. I’m happily sticking to my guns, for two reasons. … Read More
Yes, yours truly is responsible for the quotation in the headline above, which is from this article in the Law Society Gazette. I also love that they quote my joke “93%” statistic as if I had intended it to be legit.
Yesterday evening I took part in a panel discussion in London organized by UCL Faculty of Laws and entitled “Dysfunction in Contract Drafting: Are the Courts, Law Firms, and Company Law Departments Stuck in a Rut?” (For more about the event, go here.) To give those present a sense of the dysfunction of mainstream contract prose, I opened the proceedings by … Read More
Last week I received an unusual request. I heard from a colleague of Michelle Schuld, of The J.M. Smucker Company. I’ll spare you and Michelle the full details, but the gist of it is that Michelle leads the business services team that oversees contracts for the entire company, and she’s an enthusiastic fan. Her colleagues wanted to know if I could … Read More
One can never have enough on efforts, it seems. Here are three notes on efforts. *** First, thanks to a reader tip I learned of this post on Sheppard Mullin’s Corporate & Securities Law Blog, entitled What Are “Commercially Reasonable Efforts” in M&A Transactions? Some observations. The post says as follows: New York courts have suggested that when parties fail to … Read More
Early this year I wrote about attempts to argue that changing traditional contract legalese is a bad idea, either because traditional legalese works (see this post) or because it might work (see this post). Well, I’ve encountered another article that makes the same sort of argument. In Contracts Part III: The Role of Legalese in Contract Drafting (here), published in something … Read More
A feature of traditional contract drafting is adding to provisions that already express the desired meaning usages that serve only to say, And we really mean it! I refer to that as “rhetorical emphasis.” Recently I came upon such usage, in any way. I decided it was high time that I compile a list; you’ll find it below, with an example accompanying each usage. Can … Read More
A roadblock to progress in clearer contract drafting is the dead hand of inertia. I’ve written a fair amount about it (see these posts). Over the weekend I was in the kitchen listening to WNYC when a rebroadcast of the Freakonomics “Think Like a Child” episode came on. (That episode is available here.) Below is an extract of the transcript, consisting of … Read More
My “Notes from the Road” posts aren’t intended as simple travelogue; that might be annoying. Instead, I try to tie each post to my contract-drafting-guy activities. It might be tough to pull that off when the destination was the Australian resort town of Noosa, but here goes. After seminars in Sydney and Melbourne, this past weekend I headed to Noosa, because … Read More
The other day I saw the following tweet, mentioning a post by Ruth Gámez and Fernando Cuñado: Diccionario de #ingles jurídico: «business day» vs. «non-business day» I @traduccionjurid https://t.co/r31BKQaDOV — Leon Hunter SLU (@LeonHunterSL) October 13, 2016 I realized in quick succession that (1) I hadn’t encountered the term non-business day and (2) it’s massively lame. So is non-working day. A … Read More
