Notes from the Road: Winding Up This Trip

I’m on my way home from Sydney, after my tour of Asia and Australia. So far, I’ve managed only one “Notes from the Road” post, about my seminar in Sinpapore (here). So here’s a collection of stray thoughts regarding the rest of my trip.

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Some participants at my Kuala Lumpur seminar came from far afield. Papua New Guinea. Vanuatu. Turkmenistan. I do my best to be engaging when presenting a seminar, no matter where the participants come from. But when someone has gone well out of their way to attend, I’m particularly conscious of wanting to make sure that they find it worth their while.

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Compared with Singapore and Kuala Lumpur, I had smaller groups in Bangkok and Hong Kong. My only concern was that some participants might have wanted to keep a low profile. That can be harder to do when you’re part of a smaller group. But for participants who are game, being in a smaller group can be particularly rewarding.

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In Kuala Lumpur and Bangkok, I did two-day seminars. I don’t plan on doing two-day seminars again. In my seminars, I provide an introduction to my approach to contract drafting and an introduction to MSCD. One day accomplishes that; I’m not sure a second day adds much. And doing two two-day seminars in one week, plus one day of travel, is a slog.

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I probably won’t do any further seminars in Hong Kong. That’s too bad. The legal community has grown accustomed to being able to pick from a slew of free continuing-legal-education programs offered by law firms. One person who contacted Thomson Reuters about my seminar was bewildered at being asked to pay to attend. Free is nice when you can get it, but you won’t get me for free.

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As was the case last year, my seminars in Australia had a masterclass quality about them: because Australians have done away with much nonsense that appears in U.S. contracts, we were able to spend more time on the subtle stuff. (For a sense of what sort of stuff, see this 2012 post.)

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Use of shall will always be an issue in my Australia seminars, because forward-thinking Australians think that eliminating shall is a foundation of “plain language” drafting. But I ask participants to consider, during the seminar, what it’s like to use shall to impose an obligation on the subject of the sentence, with the “has a duty” test acting as a check for disciplined use of shall. I make it clear that I’m not attempting to get people who have abandoned shall to start using it again. Instead, I simply aim to show that when you banish shall from your contracts, a baby goes out with the bathwater.

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In the Australian seminars, I revisited the Australian urge to break up contract text (see this 2012 post). If you enumerate and tabulate as soon as a sentence contains two or more thoughts, that could get silly:

I like

(1) fish and

(2) chips.

I use enumeration only when the elements are sufficiently lengthy, or sufficiently numerous, that enumeration would help the reader distinguish the elements. I add tabulation to supplement enumeration if the elements are long enough to justify doing so. I got the sense that some Australian drafters shift to enumeration and tabulation much sooner than I would.

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One reason for the dearth of “Notes from the Road” posts is that this trip was pretty much all business. I found time for some fun: I spent the evening with my sister in Bangkok (she happened to be there for an interpreting job). I had a delightful dinner with a former student in Hong Kong. I was given a solo guided tour of Happy Valley Racecourse, one of the world’s great sporting venues. And after my Melbourne seminar, I joined a very agreeable dinner convened by my host in Australia, Andrew Godwin of Melbourne Law School.

I took a stroll to Sydney Opera House, but the cruise throngs reminded me why I don’t bother with sightseeing. Engaging with people who are interested in my subject is a far more meaningful way of getting a sense of a country.

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I’m going to Asia again in November, and I wouldn’t be surprise to find myself heading back in early 2014. And I plan to travel to other regions. My main interest in travelling outside North America is seeing how others handle contract language and spreading the word of MSCD.

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.