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
I’ve been prone to using the phrase contracts professional as a way to refer collectively to (1) lawyers who work with contracts and (2) contract managers. But I’m not keen on the term. When used as a noun, the word professional is slippery. In its narrowest sense, it’s used to refer to those who work in fields that require some sort of certification—lawyers, … Read More
Are you familiar with broken-windows theory? Here’s the gist of it from the 1982 article in The Atlantic that introduced the theory: Social psychologists and police officers tend to agree that if a window in a building is broken and is left unrepaired, all the rest of the windows will soon be broken. This is as true in nice neighborhoods … Read More
Via @lisasolomon I learned of a new piece by Glenn West. It’s entitled Contract Drafting 101: A Checklist Derived from Recent Caselaw, and it forms part of the materials for a course for in-house counsel offered on 10 August 2016 by the State Bar of Texas. It’s available here. For information about the course, go here. In this piece, Glenn considers recent caselaw that illustrates … Read More
