The title of this post sounds aspirational, rather like “A chicken in every pot.” But it’s not: instead, it’s how I conduct my “Drafting Clearer Contracts” seminars. I suppose at some seminars the speaker introduces you to their approach to something, with the seminar acting as a teaser. If you like the seminar, you have the option of investing in … Read More
Ah, you never know what you’re going to dredge up from the murky depths of Edgar! As regular readers will know, two recommendations I make in MSCD tend to cause brains to implode. One of those recommendations is that you dispense with using this agreement as a defined term. (The other recommendation is that you use states instead of represents and … Read More
Friends, today’s word is abrogate. If you use it in contracts, you need to get over yourself. Here’s how Black’s Law Dictionary defines it: abrogate (ab-rə-gayt) vb. (16c) To abolish (a law or custom) by formal or authoritative action; to annul or repeal. I rummaged around on Edgar to see what use people have had for abrogate, and I quickly noticed that once … Read More
In a basic “further assurances” provision, the parties agree to take care of any paperwork required to complete transaction formalities that haven’t been completed by the time of the closing. The aim is primarily to prevent either party from refusing to sign a document required to transfer assets. That should be unobjectionable, but I see some problems. First, “further assurances” … Read More
A participant at a recent “Drafting Clearer Contracts” seminar sent me an email saying how much they had enjoyed the seminar. They went on to say that “incorporating the concepts into our templates and drafting will require a slow, steady cultural change.” Regardless of whether cultural change has to be slow and steady, I suggest that it doesn’t reflect reality … Read More
I used to use King Arthur organic all-purpose flour for all my baking. Now I use King Arthur only for bread and pizza; for cakes and pastries, I’ve switched to Gold Medal all-purpose flour. Why? Because Stella Parks (@BraveTart) recommends Gold Medal. When it comes to baking sweet things, what @BraveTart recommends, I do, with a salute and a smile on … Read More
I’ve update this site’s page for A Manual of Style for Contract Drafting (here) to make it clear that the ABA’s e-book version is now available. Go to this page of the ABA Web Store and click on the print or e-book option, as you prefer. In a few months the fourth edition should be available on Kindle and iBooks.
I feel it’s my civic duty to keep you posted of Glenn West’s latest offerings. There’s his post What Is the Deal with No-Oral-Modification/Waiver Clauses? And there’s his most recent post, Avoiding the Mindless Use of the Brainless MAC Clause. Here’s the gist of the latter: In negotiating carve-outs, bear in mind that not including a carve-out for a particular circumstance when … Read More
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
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
