I have a fantasy. Let me tell you about that fantasy. Don’t worry, it’s nothing lurid. In my fantasy, a company adopts a detailed set of guidelines for contract language. Those guidelines apply to every contract, regardless of what part of the company is responsible for it. They’re not namby-pamby, we-think-this-would-be-a-good-idea guidelines: if you want to keep drafting, reviewing, and … Read More
Here’s something I said in this article on LinkedIn: And more generally, being expert in your company’s transactions doesn’t make you an expert in contract language, any more than knowing how to drive a car makes you an expert mechanic. Contract drafting is a specialized kind of writing: leave it to specialists. By “specialist,” I mean someone who is expert in … Read More
[Update 13 May 2017: I should make it clear that I’m not suggesting that automated contract drafting is by itself enough to make one an informed drafter. Instead, my point is that comparing the two means of generating the bulk of contract text, automated contract drafting is a better vehicle for training than is copy-and-pasting. But by itself it’s not … Read More
The fourth edition of A Manual of Style for Contract Drafting is now in production. That side of my work will certainly continue, but the bulk of it is done. So even though you won’t see the fourth edition for another four months, I’m already focusing on what comes next. Allow me to go out on a limb: To make … Read More
[Go here for a copy of Reviewing Business Contracts: What to Look For and How to Look for It, ACC Docket (20 Dec. 2021) (with Michael F. Fleming)] Recently I received the following email: I have been following your blog for a long time and your insights are really helpful for young lawyers. I am a young lawyer from India … Read More
It’s likely that to some degree your templates are constructed of traditional contract language, with all the confusion, wordiness, archaisms, and redundancy that entails. You want to improve your templates so they’re clearer, more concise, and better address your needs. Well, here’s how that might not happen. You assign one of your in-house lawyers to do the work. Pothole 1: … Read More
I’ve been pleasantly surprised at the number of readers my cross-posts on LinkedIn have been getting, so for the heck of it I published on LinkedIn an article entitled “Do Your Contracts Matter?” It’s here.
I’ve heard lawyers from two English “Magic Circle” law firms say, in different words, the same thing: We treat contract templates as a starting point. We want our young lawyers to figure out for themselves how best to adapt the template to the deal. That confuses two parts of the deal process, namely (1) coming up with deal points and (2) … Read More
One company I know of has only a single procurement template that covers purchase of “all works, products, and services.” Another company has a different template (in both one-off and master versions) for purchase of each of the following: Professional services (in other words, consulting) Other services (such as catering and cleaning) Software (without related services) Software (with related services) … Read More
Yesterday, after a seminar for a group from one of the major US law firms, a partner mentioned to me that clients are increasingly asking that the law firm draft contracts more clearly. I didn’t get any details, but I suspect that clients make this request when the contracts being drafted are commercial contracts. For mergers-and-acquisitions and other bet-the-company work, … Read More
