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A 17th Way to Say “May” With More Words and Less Clearly

In chapter 3 (Categories of Contract Language) of A Manual of Style for Contract Drafting, table 3 (Language of Discretion: May) showcases 16 ways to say may with more words and less clearly. Friends, it’s time to introduce you to a 17th way. It’s in the extract in the image above: has the option to. It’s from a consulting agreement … Read More

“Mr. and Mrs. Smith” Gets into Ambiguity of the Part Versus the Whole

With my wife, Joanne, traveling, I was left to my own devices for a couple of days. The only mischief I got up to was experimenting briefly with low-calorie pizza (not to be repeated) and watching a new limited series on Prime Video, Mr. & Mrs. Smith. I found Mr. & Mrs. Smith diverting, mostly because I find Donald Glover … Read More

Using Words and Digits to State Numbers: Once More Unto the Breach

Yesterday, Lyft issued an outlook mistakenly projecting that its margins would increase by 500 basis points. That was quickly corrected to 50 basis points. (Go here for a Bloomberg item about that.) That mistake prompted lawyer Pat Wallen to do this LinkedIn post about it. I’ve written plenty on this topic, but given the interest generated by Pat’s post, I’ll … Read More

The “Categories of Contract Language” Issues to Focus on When You’re Reviewing Contracts

Yesterday, during session 3 of a private series of Drafting Clearer Contracts: Masterclass, we spent almost an hour considering, and coming up with alternatives to, suboptimal verb structures in a set of big-company standard terms. A participant then suggested it wouldn’t be feasible to engage in that sort of surgery when reviewing the endless stream of counterparty draft contracts sent … Read More

Becoming an Informed Consumer of Contract Language: It’s Challenging

I’m doing a private series of Drafting Clearer Contracts: Masterclass for a group from a global company. We’re three-quarters of the way through, so last week I checked in with my contact at the company to see how they were faring. Here’s what he said in his email back: I solicited input from a couple of folks, in particular those … Read More

The Texas Supreme Court Misunderstands Aspects of Syntactic Ambiguity: U.S. Polyco, Inc. v. Texas Central Business Lines Corp.

Tipster extraordinaire Glenn West let me know about the Texas Supreme Court’s opinion in U.S. Polyco, Inc. v. Texas Central Business Lines Corp., issued yesterday (here). Here’s the language at issue (emphasis added): 1.1 TCB Infrastructure Improvements. As used in this Agreement: “TCB Infrastructure Improvements” will mean the following improvements agreed to and shown generally in Exhibit X attached and … Read More

The Challenge of Addressing Your Client’s Needs

Andrew Stokes is CEO of The Law Machine, “a contracting platform that makes contract content modular so lawyers can automate contracts visually through a drag and drop UI.” I enjoy Andrew’s posts. I noticed his two most recent posts. In this one, he gripes about the notion of “market” contract terms: If ever again a $1000/hour lawyer dares tell me … Read More

My Essay in the ABA Journal About “Nonlawyer”

The ABA Journal has published my essay entitled What Should We Do with “Nonlawyer”? Go here. I wrote it because I thought polemic on the subject (including a couple of contributions by me) doesn’t tell the whole story. In my essay, I suggest that for two reasons, we can ease up on the indignation over nonlawyer. First, this use of … Read More

A Malpractice Fight Shows the Substantive Implications of Copy-and-Paste

A client of the law firm Proskauer Rose has sued the firm for malpractice, seeking $636 million in damages. Robert Adelman alleges that because of a provision mistakenly included in a contract relating to control of a hedge fund, the hedge fund’s manager was able to seize Adelman’s stake in the fund. Adelman’s lawyers allege that Proskauer negligently copy-and-pasted the … Read More