Where do things stand with my grand project to remake contract drafting? It’s in limbo. Thanks to A Manual of Style for Contract Drafting and the training I offer, there’s now a path to becoming an informed consumer of contract language. But that’s not enough: systemic dysfunction requires systemic change. Using highly customizable templates is the best option for systemic … Read More
Are you familiar with Eugene Healy? He’s a “brand strategy consultant.” His short videos on trends in branding somehow manage to be relevant to contracts. Although I’m sure most of his readers are found elsewhere, he deigns to post on LinkedIn. This post is about how “It’s time to stop blaming AI for slop. It’s everywhere in modern life.” That’s … Read More
You might have seen that this week, the ACC’s Corporate Counsel Now published my article Merger Agreements Are Poorly Drafted. I have some further thoughts. (In offering them, I assume you’ve read my article.) What Is What explains the shortcomings in the Norforlk Southern merger agreement? I see two possibilities. One is that the law firm in question is unaware … Read More
I recently noticed a LinkedIn post by Saul Lieberman. It’s about the ostensible differences between indemnify, defend, and hold harmless. In a comment (here) to his own post, Saul mentions Chesterton’s fence. I was happy to be reminded of it. “Chesterton’s fence” is the name given a parable offered by G.K. Chesterton (best known now as author of the Father … Read More
If a contract usage has been around long enough and appears in enough contracts, you’ll find people to defend it, no matter how archaic or otherwise nonsensical it is. A case in point: yesterday Ryan McCarl did this LinkedIn post about the word witnesseth, calling it a “meaningless incantation.” That prompted one reader to say this (in two comments I’ve … Read More
Apparently Emily Dickinson said, somewhere, “If you take care of the small things, the big things take care of themselves.” That sounds comforting, but it seems like a recipe for unexpectedly being steamrollered while you’re taking care of the small things. Here’s a more reliable but downbeat alternative, said by me, right here: “If you mess up the small things, … Read More
The Notion of “Tested” Contract Language LinkedIn is the place where dead ideas go to be endlessly reborn from their ashes, like a phoenix. One such idea is the notion that it’s risky to abandon the legalese featured in contracts, because courts have told us what those words and phrases mean. My first blog post about this notion of “tested” … Read More
I noted with interest this post on LinkedIn by Scott Simmons, a business-development coach. Scott kicks the post off by saying, “We need to talk about perfect. The legal profession has a problem with perfectionism.” But Scott’s post isn’t actually about perfectionism. Instead, it’s about lawyers being bad at “dealing with mistakes or setbacks.” You don’t have to be a … Read More
I’ve been saying this for a while, as an aside in various writings, but I might as well shout it from the rooftops: You cannot be an informed consumer (or producer) of contract language without consulting A Manual of Style for Contract Drafting. That’s because MSCD is the only work that offers a comprehensive set of guidelines for the building … Read More
I plucked from the SEC’s EDGAR system, largely at random, an asset purchase agreement filed earlier this month. It was drafted by a big law firm [updated 11 January 2025: the firm in question is Allen & Overy], and it contained, along with the usual dysfunction, some glitches that caught my eye. In particular, here are the different efforts (and … Read More
