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
In an exchange of messages today with a contact, they signed off with this: … and thinking is not popular these days. That sounds pretty terrible. But it might play out in ways that aren’t too terrible, at least when it comes to contract drafting. We apply our thinking to what we enjoy. Or what we have to do. So … 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
At the beginning of this year, I said in this blog post that you cannot be an informed consumer (or producer) of contract language without consulting A Manual of Style for Contract Drafting. No one has suggested I’m mistaken. I’m not surprised—disagreeing with me would require that you either (1) mount a spirited defense of copy-and-pasting dysfunction or (2) point … Read More
Twice previously, I’ve critiqued articles written by three cognitive-sciences co-authors, Eric Martinez, Frank Mollica, and Edward Gibson. This 2022 blog post considers their article that aims to show that contracts are poorly written. That article tells us nothing we don’t already know. And this 2023 blog post considers their article examining why lawyers write in such a convoluted way. Because … Read More
I know people find what I do worthwhile. Some individuals and organizations buy copies of MSCD. Others pay for the training I provide. And sporadically, people make a point of saying they find MSCD valuable, find my training worthwhile; I pass some of that feedback along to you all. That’s all to the good, but there’s no need to make … Read More
I was among the few million people who noticed a video of President Obama urging young people to become known for getting stuff done. Here’s the tie-in to contract drafting: It would indeed be to a junior person’s benefit to acquire a reputation for getting stuff done. That requires competence. I suggest that for purposes of contract drafting, being an … Read More
This is from a 20 June 2022 Artificial Lawyer item entitled CLM Without Expert Legal Input Is “Quite Scary”, about how the UK-based law firm Addleshaw Goddard (AG) is helping clients implement contract-lifecycle-management (CLM) systems: The rest of this post is on the LegalSifter blog, here.
You’re familiar with “the tragedy of the commons,” right? Individual users have open access to a resource. In using that resource, they’re unconstrained by formal rules or shared social structures, so each user acts independently according to their own self-interest. But that’s inconsistent with the common good, because through their uncoordinated action, users deplete that resource. Hence the tragedy. The … Read More
oneNDA is a new initiative that “set out on a mission to standardise the NDA so that lawyers can spend less time on them and more time on more valuable work.” For more about oneNDA, go here. This week they released their “simple, plain English, open-source NDA,” also called, somewhat confusingly, oneNDA. My verdict is that it’s mediocre and doesn’t … Read More
