The corner of Twitter that’s interested in English usage has recently been all aflutter over that popular topic, they used as a singular pronoun, as in “If a patron doesn’t like the opera, they are free to leave.” It seems to have been sparked by this Wall Street Journal article by @bgzimmer. The article suggests that copy editors are increasingly willing to accept … Read More
Reader Estela Mora Alfonsín sent me the following request: I am writing to ask if you could shed some light on the usage of the expression (apparently very frequent in legal writing) “regard shall be had”. Honestly, I have not seen it in many contexts but one of my teachers at the translation course I am taking insists in us … Read More
In this recent post, I considered as stated in as an alternative to in accordance with and found it wanting. But in this comment, A. Wright Burke proposed that under “is the better choice.” So he has thrown down the gauntlet; I accept the challenge, at the risk of having to run the gantlet. Below are eight instances of in … Read More
Two recent exchanges have led me to consider that when it comes to seeking simplicity in the language of business contracts, one can reach a point of diminishing returns. “In Accordance With” A couple of weeks ago, a reader mentioned in an email to me that he prefers as stated in over in accordance with, as being less legalistic and shorter. … Read More
In this post I promised that I would write about voluntarily. Rejoice, friends—that time has come. As a bonus, I give you also freely. The problem with both words is that the whole idea of a contract is that you enter into it because you want to and you agree to everything that it contains, so voluntarily and freely go without … Read More
Yesterday I unleashed on an unsuspecting world the following devastating insight: Instead of "shall without undue delay," I'd use "shall promptly". — Ken Adams (@AdamsDrafting) April 6, 2015 That’s straightforward enough—if you can express something positively instead of negatively and save a couple of words in the process, then you should do so. I had planned to leave it at … Read More
At my recent “Drafting Clearer Contracts” seminar in San Francisco, a participant asked me what I thought of use of the phrase knowingly, voluntarily, and intentionally in waivers of jury trial, as in the following EDGAR example (I converted it from all caps to spare you having your eyeballs explode): The borrowers hereby knowingly, voluntarily, intentionally and irrevocably waive all … Read More
I’d like to revisit something discussed in MSCD—how one states warranties relating to, for example, goods yet to be delivered. Consider the following: Acme warrants that the Units will be free from defects when shipped from Acme’s plant. That’s standard warranty language, with Acme stating “future facts,” to use warranties-doctrine lingo. Well, in terms of semantics, I’m not keen on the notion … Read More
In the early days of my rummaging through the entrails of contract language, I logged a lot of time with the second edition of Bryan Garner’s Dictionary of Modern Legal Usage. My recent visits have been fewer, but I did turn to the third edition, now called Garner’s Dictionary of Legal Usage, to see if it had anything to say … Read More
A little birdie told me about the opinion of the Quebec Superior Court in Cemar Electro Inc. v. Grob Textile, A.G., 2014 QCCS 5814. (Go here for a copy.) In a contract with plaintiff Cemar, defendant Grob promised to “use its best efforts to advertise and promote the sale of the Products in the Territory and to make regular and sufficient contact … Read More
