It’s a little after 4:00 a.m., I’m in a lounge at Bangkok’s airport, and my thoughts have turned to … contracts playbooks. You know—those scripts that tell a company’s contracts professionals how to respond to comments to the company’s draft contracts, or how to respond to the other side’s drafts. In connection with a consulting project I’m working on, a … Read More
A standard feature of commercial contracts is a section—usually entitled “Insurance”—that specifies the insurance coverage that one or more parties are required to maintain. I’m regularly surprised at how contract parties are willing to throw something together without input from insurers. For an antidote to that sort of improvised approach, see this post by Mark Anderson on IP Draughts.
Remember my article Bamboozled by a Comma: The Second Circuit’s Misdiagnosis of Ambiguity in American International Group, Inc. v. Bank of America Corp.? Well, it’s now in print, in The Scribes Journal of Legal Writing. Go here for a PDF. The citation would be to 16 Scribes J. Legal Writing 45 (2014–15). The article seeks to debunk a variant of the principle of interpretation known as … Read More
It’s not particularly elegant, but the notion of eating your own dog food is a recognized metaphor in the tech world. Here’s how Wikipedia describes it: Above is part of a post on Contract-Automation Clearinghouse. To see the rest, go here. Contract-Automation Clearinghouse is where I now put my posts on contract automation and related topics.
Tweets by @Jeena_Cho and @CherylStephens alerted me to this item by J. Kim Wright. The title is Conscious Contracts: Bringing Purpose and Values into Legal Documents. Go ahead and read it; it’s short. I’ll wait. You’re back? Good. In her tweet, Cheryl asked me whether there was room in my world for this concept. Well, I find what Kim has … Read More
I think it’s time I said something about right, title, and interest, no? You just know that right, title, and interest is a bit of inflated legal phrasing that serves only to make legal prose suitably sonorous. That the three elements are invariably kept in the same order is one sign that their function is incantatory and not substantive. But let’s look more … Read More
Yesterday I had an exchange on Twitter with Pam Chestek, aka @pchestek, proprietor of the Property, Intangible blog. (You’ll see next month my article that sprang from a fruitful discussion I had with Pam a few months ago.) Yesterday’s exchange was prompted by my post on paid-up and royalty-free (here), but it strayed into the role of clarity in contracts. … Read More
The publishing people at the American Bar Association are particularly happy with A Manual of Style for Contract Drafting. Usually sales of a book drop off with each new edition. With MSCD, each edition has sold more than the previous one. With that in mind, I noticed that according to Google Analytics, yesterday there were 3,405 visits to this site. That’s the … Read More
Ah, the marketplace of ideas! You get to set up your soapbox on any street corner and do your darnedest to plug your ideas. May the best ideas win! But even the rough-and-tumble of the marketplace of ideas has a code of conduct. For one thing, you don’t get to have your ideas prevail over the other guy’s by putting … Read More
A topic of particular interest to me is the ways in which contract terminology used by those practicing in common-law jurisdictions doesn’t make sense in a contract governed by the law of a civil-law jurisdiction. It’s a topic I’ve touched on sporadically; see for example this 2009 post on enforceability of time is of the essence provisions in civil-law jurisdictions. … Read More
