For a couple of years now, the phrase at its [or his or her] discretion has been at the back of my mind, and I’ve finally gotten around to giving it some thought. This post addresses use of at its discretion in language of discretion, as in Acme may at its discretion terminate this agreement. (I’ll deal with the other … Read More
I recently posted an item in which I explain why I favor disciplined use of shall, even as some legal-writing commentators recommend discarding it. As I mentioned in that post, usually will and must are offered as alternatives to shall. But I just hear of another suggested alternative: a participant in one of my Geneva seminars told me that he … Read More
“Are You Wasting Time Drafting?” is the headline of an advertisement that the American Institute of Architects placed in the December 2006 issue of the ABA Journal. This ad touts the benefits of the AIA’s Contract Documents software, which was updated in November 2006. Contract Documents is a comprehensive Microsoft Word-based document-assembly program for preparing contracts for construction projects. The … Read More
I recently noticed that MSCD is mentioned in a report on an ABA model agreement. More specifically, 61 Business Lawyer 1197, published in May 2006, contains a report on the model limited liability company membership interest redemption agreement prepared by the Limited Liability Company Subcommittee of the Committee on Partnerships and Unincorporated Business Organizations, Section of Business Law, American Bar … Read More
I’m pleased to report that starting early next year, I’ll be writing a bi-monthly column for the New York Law Journal, the daily legal newspaper. It will appear in “New York GC,” a new section aimed at in-house counsel. I’ll be posting the articles on my site. Between my blog, my occasional articles, and the next edition of MSCD, I’m … Read More
I’ve recently been pondering a distinction I make, one that I alluded to in my recent Geneva seminars: I don’t refer to “plain language” (or “plain English”). Instead, I use the phrase “standard English.” By advocating the term “standard English,” I don’t mean to get caught up in controversies regarding whether it suggests some sort of linguistic hegemony. Instead, all … Read More
As I’m currently in Geneva, Switzerland, giving a series of seminars, I wanted to take the opportunity to post an item with a local flavor. To that end, I’d like to consider how contracts drafted in civil-law systems differ from contracts drafted by common-law lawyers. It isn’t a subject that I’ve studied at any great length, so the following represents … Read More
I’m delighted to announce that starting early next year, I’ll be giving public seminars in the U.S. with West Legalworks. I’ll be giving my core seminar, entitled “Contract Drafting—Language and Layout,” in New York City on February 7th and in Atlanta on March 7th. Click here to see the brochure; to register, go to this page of the West Legalworks … Read More
The November 6, 2006, issue of the National Law Journal contains my article on pre-closing knowledge of inaccurate representations. Go here for a copy. I apologize for the small print. I had given it the title “M&A Contracts: Addressing Pre-closing Knowledge of Inaccurate Representations,” but of course that wasn’t catchy enough for the editorial staff, who unbeknownst to me rechristened … Read More
In a press release issued today, Payne Consulting Group announced that it has supplemented its Numbering Assistant® software to incorporate the enumeration schemes recommended in A Manual of Style for Contract Drafting. (Go here for a copy of the press release.) I’ve finally updated the “Software” page of this site to reflect this arrangement. In particular, it includes a link … Read More
