This post on ContractsProf Blog by Myanna Dellinger begins as follows: If a recording artist enters into a personal services agreement with a record company that, among other things, contains a promise that the artist will “look solely to [a corporate version of the music band] for the payment of my fees and/or royalties … and will not assert any … Read More
In my post on no-reliance language (here), I link to this blog post by Glenn West. In it, Glenn doesn’t mess about. He mentions me right off the bat. And he drops the G-bomb. That’s right—guru. It’s a label that has stuck with me, probably thanks to this 2007 article in the Canadian periodical The Lawyers Weekly. I’m OK with … Read More
Glenn West blogs. He has also grown a hipster beard and moved to Brooklyn. Actually, that last bit isn’t true. But he did recently contribute this post to Weil Gotshal’s Global Private Equity Watch blog. It’s about the recent decision of the Delaware Court of Chancery in FdG Logistics LLC v. A&R Logistics Holdings, Inc., to the effect that a disclaimer of reliance … Read More
You can now find on the English website “The Lawyer” my squib The problem with contract drafting and what young lawyers can do about it. It speaks for itself. (Free registration required.) I’ve been vocal over the past couple of years in suggesting that the English legal profession has bollixed important aspects of contract interpretation. So far, that has elicited some sputtering … Read More
Keith Lee is the lawyer behind the blog Associate’s Mind. He’s also author of The Marble and the Sculptor, a book for law students, but that’s beside the point, because what’s on my mind is his most recent blog post. It’s entitled “Should Lawyers Ditch Legalese?” It mentions my recent Beyoncé-inspired post, but I stuck around to read his recommendations on … Read More
Here we go again. You might recall that syntactic ambiguity involves uncertainty over what part of a sentence a phrase modifies, or what part of a phrase a word modifies. If you want a whole bunch of examples of syntactic ambiguity, just search for “syntactic” on this blog. Well, the most recent Supreme Court opinion, Lockhart v. U.S. (opinion PDF … Read More
Today I put this on Twitter: Y'all haters corny with that "tested language" messCopy-pasters, catch my fly, and my cocky fresh — Ken Adams (@AdamsDrafting) February 29, 2016 It’s one of my more obscure tweets, so allow me to explain: I was channeling Beyoncé. Or more specifically, the first two lines of her new song “Formation.” I haven’t paid much attention … Read More
Friends, I’m here to tell you that at least in contracts, affirmatively blows major chunks. It’s redolent of bureaucratic, jargony pseudoassertiveness. In each of the following examples, obtained by dynamite fishing in the EDGAR lagoon, affirmatively is, uh, affirmatively redundant: … an individual who becomes a Covered Employee shall be automatically enrolled in the Plan, and will make Participant Contributions at … Read More
The basic unit of contract prose is, surprise surprise, the sentence. One issue of contract layout is that of aggregation—how do you group sentences into sections and, if necessary, articles? The other is that of division—when is it appropriate to break up a sentence? Division involves enumerated clauses. A contract sentence might consist of introductory text and a series of parallel elements. It might make … Read More
And now, a word from our sponsor: On 5 April and 7 April, I will be giving “Drafting Clearer Contracts” seminars in Geneva, Switzerland, at the offices of the international law firm Orrick. For more information, go here. To register, go here. These seminars will be particularly intime, as the room we’ll be using holds only a dozen people. And that room is … Read More
