Friends, today is a special day, as I’m able to introduce to you a new kind of syntactic ambiguity. (As A Manual of Style for Contract Drafting says, “Syntactic ambiguity arises principally out of the order in which words and phrases appear and how they relate to each other grammatically.”) Well, this form of syntactic ambiguity is new to me, … Read More
As I mentioned in this blog post, I’ve been leafing through some textbooks intended for teaching contract drafting. One of them is Tina L. Stark & Monica L. Llorente, Drafting Contracts: How and Why Lawyers Do What They Do (3d ed 2024). I happened to notice two technical mistakes in that textbook relating to principles of English usage. I thought … Read More
The post before this one—the one about a reference in an insurance policy to “insects, birds, rodents, or other animals” (here)—made me realize I have to restructure in one respect how A Manual of Style for Contract Drafting presents ambiguity. I put the discussion of ejusdem generis in the section of chapter 13 (Selected Usages) dealing with including. And I … Read More
I noticed this story from Iowa local news channel KCRG: An eastern Iowa veterinary hospital is suing its insurer in a dispute over the definition of an “animal.” … The lawsuit alleges that about 8:15 a.m. on Nov. 7, 2024, an adult deer crashed through one of the hospital’s windows and entered the building. “The deer rampaged through the property’s … Read More
When I try to make sense of a big new topic, usually I ask myself, What’s the taxonomy? What’s a sensible way to divide the pie? That’s what I did with the sources of uncertain meaning in contract language. A Manual of Style for Contract Drafting contains my most up-to-date take on that taxonomy, but this 2016 article covers the … Read More
Somehow, I now find myself articulating for the first time concepts I’ve relied on since forever. Today’s concept is “semantics hygiene”. That’s my term for getting in the habit of expressing yourself clearly in contracts, even if in a given context little or nothing is at stake. The term “semantics hygiene” is brand new. I first used it a couple … Read More
In its recent opinion in Salama v. Simon, No. 2024-1124-JTL, 2024 WL 4906737 (Del. Ch. Nov. 27, 2024), the Delaware Court of Chancery cites A Manual of Style for Contract Drafting for what it has to say about “the expectation of relevance.” That’s a concept underlying a subtle ambiguity associated with the word may. Rather than discuss the expectation of … Read More
You know you’re suitably paranoid about the potential for confusion in contract language if you spot instances of that sort of confusion in your everyday life. Yesterday I was in urgent need of ice-cream therapy, so I got me a pint of the Ben & Jerry’s flavor (previously unknown to me) called “Salted Caramel Brownie.” Here’s the fine-print description: Vanilla … Read More
Compared with what was in the fourth edition, chapter 12 (Syntactic Ambiguity) of A Manual of Style for Contract Drafting has changed little. (I added a section on delimiting commas in coordination and a section on multiple instances of syntactic ambiguity in a sentence, but that’s pretty much it.) That shouldn’t come as a surprise. That chapter and the other … Read More
Obviously, all eyes are on the fight between Twitter and Elon Musk in the Delaware Court of Chancery. Well, not quite all eyes. I’m keeping only half an eye on it—I’m not a big-deal watcher. On the other hand, I am a contract-language watcher. With that in mind, here are some suggestions for how not to get more confused than … Read More
