Uncategorized

What Say You, Contracts People at Companies?

In a stream of posts over the past couple of months, I’ve been nagging companies about their contracts. It boils down to something like this: It’s likely your contracts are a mess. That matters. Do you have the time and expertise to fix the problem? What are you going to do? The response has pretty much been silence. I’ve been … Read More

Does this Stuff Matter?

You might have noticed that with the fourth edition of MSCD in production, I’ve been pondering where things stand and what comes next. As part of that I’ve made a point of having slightly awkward conversations with some in-house lawyers who are friends of MSCD. I look at their templates, point out the inevitable shortcomings, then see what they have … Read More

Revisiting “Etc.”

That post about among other things (here)? I’ll now make a similar point about etc. Using etc. is never great. It’s casual, so it unsuited to the limited and stylized world of contract prose. But more to the point, etc. is either redundant, in which case you can get rid of it, or it’s not redundant, which case it’s potentially … Read More

“(Sub)licensees” and Other Instances of Parentheses-Within-Words

Here’s one of my recent tweets: Tonight's clunky contract usage: (sub)licensees. You may now resume your normal programming. — Ken Adams (@AdamsDrafting) December 13, 2016 I followed it up with this one: Anyone think of another instance of parentheses being used like this? Only example I know of is "(s)" to express the concept "one or more". https://t.co/qg8Nn1MCCq — Ken … Read More

Information Now Available for U.S. “Drafting Clearer Contracts” Seminars for Second Half of 2016

You can now register for the remaining 2016 “Drafting Clearer Contracts” seminar in the United States. The full list is here, but to make life easy for you, here it is: Morristown, NJ, 9 June Seattle, WA, 23 June Boston, MA, 15 September Indianapolis, IN, 22 September Washington, DC, 6 October Minneapolis, MN, 27 October New York, NY, 3 November San Francisco, CA, 8 … Read More

Hey, Law Students! Here’s an Idea for a Law-Review Note

Law reviews—student-run journals that operate out of law schools—are odd institutions that have come in for a good deal of criticism. (I added to that with this 2015 post.) But one potentially worthwhile feature of law reviews is that they provide students with the opportunity to write a “note” and have it selected to be published. But it can be challenging to … Read More

The Latest from the Delaware Court of Chancery on Disclaimers of Reliance

The great Glenn West let me know about the Delaware Court of Chancery’s recent opinion in Prairie Capital III, LP v. Double E Holding Corp. (PDF here.) This dispute involved purchase of a business; the buyer alleged fraud on the part of officers of the target company. In his opinion, Vice Chancellor Laster dismissed the buyer’s fraud claims to the extent they … Read More

How the “Efforts” Contagion Spreads

A reader let me know that this New York Times article dated 13 November by Gretchen Morgenson contains the following paragraph: Under the agreement, Sanofi would make “diligent efforts” to shepherd Lemtrada through the F.D.A. approval process and promote it as it would any drug. This set out a higher standard than Sanofi would have faced under an agreement to make … Read More

Notes from the Road: Cambridge, England

I don’t do “Notes from the Road” posts as often as I used to. That’s inevitable—something can be novel only once, so subsequent visits to a given city lend themselves less to travelogues. But last week saw me visit for the first time in my professional capacity a city I’ve visited often—Cambridge, England. After my public seminar at University College London on … Read More