New! First Draft of My Categories-of-Contract-Language “Quick Reference”

Readers with a long memory will remember this 2014 post about a “quick reference” analysis of the categories of contract language prepared by a seminar participant.

Well, after almost three years, I’ve come up with my own version, or at least a first draft of it. Go here for a PDF. (The “Reference” column is for citations to MSCD; I’ll do that later.)

I’d be pleased to receive comments.

About the author

Ken Adams is the leading authority on how to say clearly whatever you want to say in a contract. He’s author of A Manual of Style for Contract Drafting, and he offers online and in-person training around the world. He’s also chief content officer of LegalSifter, Inc., a company that combines artificial intelligence and expertise to assist with review of contracts.

14 thoughts on “New! First Draft of My Categories-of-Contract-Language “Quick Reference””

  1. Great cheat sheet! A few comments:

    1. On conditions, when there are more than one, shouldn’t the “that” come before the colon and the conditions be enumerated? Saves repetition.

    2. The example you have for “acknowledge” really should be a statement, since whether the investor has received something is within that investor’s knowledge, not the other party’s.

    3. For intention, I always thought the idea was to state how the parties would handle something that is really outside their control, typically how a court should construe something. The parties can’t definitively establish (by saying so) that someone is an independent contractor, or that a copyrightable work is work made for hire, other than by complying with specific legal requirements. However, they can *intend* these results and by saying so hope to persuade a court to exercise discretion in the direction of those intentions in close cases.

    4. Recommendation: I may be the last person on earth who still cringes at the pompous spelling of “adviser” with an “o,” but there it is. We’re against pomposity, no?

    • 1. See MSCD 3.260: “To make it clear that one is dealing with conditions, express each closing condition as a tabulated enumerated that-clause.”

      2. Oops, you’re right; will fix.

      3. I use language of intention when the party in question does have control. Whether the consultant is an independent contract is a function of how the relationship is structured. That won’t happen until after the contract is signed, hence the language of intention.

      4. OK, OK, “adviser” it is.

      • 1/ I’m with Vance on getting rid of the *that* repetition. A better way to make it clear that one is dealing with conditions is for the introductory clause to say so: “Acme is not required to close unless Widgetco has met the following conditions.”

        4/ Ngram shows ‘adviser’ in steady decline and ‘advisor’ steadily rising. The lines have nearly crossed:

  2. Great stuff Ken. How would this look in landscape? Especially the “Context” column is hard to read because it is so narrow.

  3. Ken, I don’t mean to sound “cute,” but do you have any third-party sources to support all – or part – of this nomenclature? Or are these classifications simply the result of your own research over the years? Thanks.

    • In the course of building this framework, I consulted The Cambridge Grammar of the English Language (and its authors) and many books on English usage generally. And a large part of it is of course my understanding of contract usages and the fights people get into over them. You’ll find nothing else like it out there.

      I cobbled together the terminology. “Language of performance” is based on the linguistics term “performative.” “Language of policy” I invented. The other labels are straightforward.

  4. My drafting contracts students will be very pleased to have this resource!

    I did notice one typo- in the “Context” column for language of intent, the words “what happens” should be “that happen.”


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