Consider the shall in this sentence from a public-company merger agreement: As soon as practicable after the First Effective Time, the Exchange Agent shall, on behalf of all such holders of fractional shares of Parent Common Stock, effect the sale of all such shares of Parent Common Stock that would otherwise have been issuable as part of the Merger Consideration … Read More
In this post, I explain why in contracts, instead of the conjunction once, I use if or I just delete once, depending on the context. I do that because when drafting a contract, you should aim to make all your choices be good ones, whether a lot is at stake or only a little. Or as we are prone to … Read More
In the post before this one, I consider, among other sentences, Acme is not prohibited from selling the Widgets. I’ve now changed my mind about how it should be treated. This story begins with my saying Nothing in this agreement prohibits Acme from selling the Widgets. Then, I added this to the fifth edition of MSCD: “Use is not prohibited … Read More
Consider this sentence from a contract between Acme and Widgetco: Acme may sell the Widgets. Does it mean that under the contract, Acme has the discretion to sell the widgets? Or is Acme asserting the fact that nothing in the world at large prevents Acme from selling the widgets? (I’m ignoring whether may is used in this sentence to mean … Read More
Gaining control over your contract verb structures requires that you be familiar with “throat-clearing.” What’s throat-clearing? It’s when a drafter sticks a redundant verb structure at the beginning of a sentence. As my gift to you, here’s part of the MSCD section on throat-clearing. The reason for this post is that recently I realized you can have throat-clearing that uses … 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
I’ve been presented with a choice between three alternative versions of a boilerplate provision. They’re shown in the image above. Using my categories-of-contract-language lingo, the first version uses language of obligation to express a condition. The second expresses a condition by using a conditional clause; because it uses the subordinator “if”, it focuses on the positive. It includes “only”—without it, … Read More
The other day I saw in a contract—in an American Institute of Architects standard contract, no less—see to plus an abstract noun. I knew it was dubious, so I tweeted about it. And because it was interesting enough, I took the next logical step and dropped it into the manuscript of the fifth edition of A Manual of Style for … Read More
Hey, I have a great idea! I’m going to express in sequence several sentences with the same subject and verb. So I’m going to save some words by stating the subject and verb (for example, Acme shall) as introductory text and stating the remainder of each sentence as one of a series of integrated or tabulated enumerated clauses. For example, … Read More
Last week, during a session of my online course Drafting Clearer Contracts: Masterclass, out of the blue I saw this in the chat window: I started using “states” and found nobody minds. That’s one way real change happens—when no one notices. I followed up with Julianne, and here’s what she said: I had often wondered why drafters use difficult or … Read More
