My New Article on the “Successors and Assigns” Provision

The June/July 2013 issue of The Advocate, published by the Idaho State Bar, contains my article It’s Time to Get Rid of the “Successors and Assigns” Provision. Go here for a copy of the article; go here for the entire issue.

This article is a mash-up of three blog posts I’ve written on the subject over the years. My thanks to the inimitable A. Wright Burke, M. Phil., for his comments on a draft.

I was happy to have this article published in The Advocate, seeing as I was so impressed by the Idaho State Bar and had such a good time there recently. And this issue has some interesting stuff. In particular, I look forward to reading the article on forum selection clauses by Brian R. Buckham and Adam J. Richins, whom I met while in Boise.

On the other hand, I noticed in passing that another article recommends that you “Carefully consider inclusion of ‘hold harmless’ language in an indemnification provision to safeguard against additional and unwanted future obligations.” As I explain in MSCD and in this 2012 post, I think that’s bad advice. It might seem ill-mannered of me to point that out, but my primary responsibility is to the marketplace of ideas.

Busy practitioners who elect to educate themselves on a given contract-drafting topic, whether it be the “successors and assigns” provision or indemnification, could elect to round up all resources on the subject, digest them, and then come to their own conclusions. But few have the time or interest to reinvent the wheel in that manner, and few have the expertise required to cut through the cacophony. That’s why I aim to make myself a one-stop shop—I want my treatment of any topic to be the definitive one, although it might take me a few attempts to get there.

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.