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
Yesterday I encountered this LinkedIn post about “canons of construction.” (I call them “principles of interpretation.”) The post begins as follows: Tip for law students and newer attorneys: Familiarize yourself with the rules of contract interpretation (often called “canons”), if, like me, you didn’t learn them in law school. Courts rely on these default rules to interpret contracts and statutes. … Read More
I noticed that another legacy-media holdover, Scientific American, has devoted an article (here) to that recent study on lawyer attitudes to contracts legalese. In this recent post, I explain how that study is misleading. But that’s not what this post is about. Instead, in passing I noticed this in the Scientific American article: Jeremy Telman, a law professor at the … Read More
In this March 2022 post, I examined an article by Eric Martinez, Frank Mollica, and Edward Gibson about their study showing that contracts are poorly written. I said that this article tells us nothing we don’t already know. The same authors are now back with another article, this one entitled Even Lawyers Do Not Like Legalese (here), published in the … Read More
Last week I noticed Will EY Law Change The Legal Delivery Paradigm?, by Mark Cohen. It’s about EY, the multinational professional services partnership. Here are the first two paragraphs: EY’s leadership recently green lighted a major restructuring, ending months of heated speculation. The plan has two key prongs: (1) EY’s audit and advisory businesses will split; and (2) the advisory business will … Read More
Although no one publicly challenges my recommendations (see this 2018 blog post), I’ve occasionally encountered, in writing and in private exchanges with lawyers and law-school faculty, general arguments for sticking with traditional contract language. Here’s my taxonomy of those arguments. Claiming That Traditional Contract Language “Works” One such argument is that traditional contract language “works.” (See for example this 2017 … Read More
A question from a reader: When the other party’s counsel does the first draft, I have to work within the confines of whatever I’m given. In my review, I focus on what doesn’t reflect the deal as I see it or what might cause confusion—trying to turn their draft into a thing of beauty would waste everyone’s time and might … Read More
Here’s one of today’s tweets: Today's pioneering plain-English initiative: god's acts>acts of god — Ken Adams (@AdamsDrafting) October 29, 2021 It wasn’t entirely inane. A symptom of legalistic jargon is if, in the case of a usage with two or more components, those components are fixed in a certain order. So the phrase is always acts of God, with the … Read More
From this post on D.C. Toedt’s blog I learned about Miller v. Honkamp Krueger Fin. Servs., Inc., No. 20-3061, 2021 WL 3729047 (8th Cir. Aug. 24, 2021) (PDF here). It’s of interest as an instance of a drafter making an odd mistake. In 2006 Miller entered into an employment agreement with HKFS. Among other things, it said that “for a … Read More
I did these three videos about the Salesforce master subscription agreement. With each video, you have the opportunity to ask LegalSifter for a giveaway. Enough time has passed that I can now make available to you, without even that slight obstacle, the two analyses I produced that we used as giveaways. Go here for a Word document containing (1) six … Read More
