This August I’ll be at Notre Dame Law School again, teaching a three-week intensive course in contract drafting. As always, the course will feature a series of written assignments. The first assignment is gentle, to ease my students into the subject. The scenario is that a senior lawyer asks a junior lawyer to revise a given draft to reflect a new deal term. I … Read More
The corner of Twitter that’s interested in English usage has recently been all aflutter over that popular topic, they used as a singular pronoun, as in “If a patron doesn’t like the opera, they are free to leave.” It seems to have been sparked by this Wall Street Journal article by @bgzimmer. The article suggests that copy editors are increasingly willing to accept … Read More
I saw this tweet a couple of days ago: Tonight's legal drafting music is Daenerys Targaryen's theme music. Haunting stuff, melancholy contract drafting. https://t.co/yIANVTHEUV — Jas Purewal (@gamerlaw) April 20, 2015 It prompted the following thoughts: Do you listen to music while drafting? If so, what do you listen to? I don’t, at least not while engaged in the task. … Read More
Reader Estela Mora Alfonsín sent me the following request: I am writing to ask if you could shed some light on the usage of the expression (apparently very frequent in legal writing) “regard shall be had”. Honestly, I have not seen it in many contexts but one of my teachers at the translation course I am taking insists in us … Read More
In this recent post, I considered as stated in as an alternative to in accordance with and found it wanting. But in this comment, A. Wright Burke proposed that under “is the better choice.” So he has thrown down the gauntlet; I accept the challenge, at the risk of having to run the gantlet. Below are eight instances of in … Read More
Last week I was in Zurich. I was there to do an in-house “Drafting Clearer Contracts” seminar on Tuesday for ABB, the global engineering company, followed by public seminars on Wednesday and Thursday. But I arrived on Monday, in time for the Sechseläuten, Zurich’s spring festival. I was staying in Oerlikon, where ABB’s offices are, but on Monday afternoon I took the train … Read More
Two recent exchanges have led me to consider that when it comes to seeking simplicity in the language of business contracts, one can reach a point of diminishing returns. “In Accordance With” A couple of weeks ago, a reader mentioned in an email to me that he prefers as stated in over in accordance with, as being less legalistic and shorter. … Read More
Today I saw the following in a contract on EDGAR (emphasis added): Owner shall provide Contractor notice (which may be oral or by electronic means) of such non-compliance and Contractor shall correct such non-compliance right away … So add right away to the list of alternative ways of saying promptly. MSCD 13.536 already offers expeditiously, as soon as practicable, and forthwith. … Read More
In this post I promised that I would write about voluntarily. Rejoice, friends—that time has come. As a bonus, I give you also freely. The problem with both words is that the whole idea of a contract is that you enter into it because you want to and you agree to everything that it contains, so voluntarily and freely go without … Read More
Yesterday Tim Cummins of the International Association for Contract & Commercial Management posted this item on his blog. It’s on the need for change in contracts, a subject Tim writes about regularly. Tim is used to my nagging, so I permit myself the following thoughts. Tim’s post was prompted by a recent IACCM webinar on the new ASC606 revenue recognition standard. … Read More
