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
You lucky people, here’s another in my sporadic posts on dual verb structures! This time, we have under the spotlight is and will [or shall] be. As with verb structures generally, you can do better than is and will be. Awkward Grouping One explanation for use of is and will be is that the drafter structured things awkwardly. Here’s an … Read More
It’s time for me to revisit what verb tense to use in a conditional clause. It’s OK, no need to thank me! The following examples fall into two groups, those that relate to a moment in time and those that relate to a period of time. (In the examples, the conditional clause is the part beginning with If; the matrix … Read More
OK, it’s categories-of-contract-language time again! More specifically, the topic is language of policy, which states rules for how the contract works. Language of policy relates to stuff that happens automatically, as in This agreement is governed by German law. One shortcoming in language of policy is when you use structures analogous to the passive voice, as in Rent is payable … Read More
This is a little subtle. Bear with me. In this 2017 post, I consider whether it’s OK to use in a contract, unadorned, the phrase is not prohibited from, as in Acme is not prohibited from selling Widgets to Uzbekistan. The vigorous discussion in the comments to that post considers whether you should make it clear that is not prohibited … Read More
One encounters the phrase has no authority to and shall not in the context of agency: The Contractor has no authority to, and shall not, act as agent for or on behalf of Client or represent or bind it in any manner. Consultant understands and recognizes that he is not an agent of the Company and has no authority to … Read More
