Yesterday I unleashed on an unsuspecting world the following devastating insight: Instead of "shall without undue delay," I'd use "shall promptly". — Ken Adams (@AdamsDrafting) April 6, 2015 That’s straightforward enough—if you can express something positively instead of negatively and save a couple of words in the process, then you should do so. I had planned to leave it at … Read More
I noted with interest this post by Ken Grady on Seyfarth Shaw’s Seytlines blog, particularly as last year I did a Q&A with Ken on this blog (here). Ken’s post is about quality in contracting. He starts by discussing the limitations of determining quality by proxy. As he says, “Trusting the brand, versus trusting metrics that measure desired characteristics, is … Read More
It’s time for another installment of your favorite game, Which category of contract language? Here’s a cleaned-up version of something I just saw in a contract: The Consultant may rely on the accuracy and completeness of all information provided by the Client. I suggest that language of discretion doesn’t make sense. Without this provision, would the Client have a remedy if … Read More
Yesterday ContractsProf Blog published this guest post by Tina Stark. It serves as a reminder that drafters should distinguish sale of a company from a shareholder’s selling shares. It also serves as a reminder that there are different ways to sell a company. Here’s the gist of it, from Tina’s post: In Buckingham v. Buckingham, 14335 314297/11, NYLJ at *1 (App. Div., 1st, Decided … Read More
[This post was originally published May 4, 2013. I’m republishing it because a client, of all people, mentioned it to me—I had completely forgotten about it. On revisiting the original post, I decided that it was worth upgrading my new language from thought piece to something I use in my contracts. So I revisited Vinny Martorana’s analysis from two years … Read More
When you encounter confusion in contract language, the thing not to do is to stamp your feet and insist that your interpretation is the sensible one. The confusion I have in mind is whether a deadline of, say, 5:00 p.m. passes once you’ve entered the first second of the five o’clock hour or whether it ends after the last second of … Read More
It’s been a while since I’ve had occasion to write about layout. Here are two issues relating to enumeration in articles. Be still my beating heart. Article Zero? First, last week I gave an in-house seminar at the Beijing unit of an international consortium. As usual, my PowerPoint seminar contained examples drawn from the host’s template contracts, but at the … Read More
Today I saw the following @matt_levine tweet: How lawyers say "midnight." http://t.co/2fZJUY9NBa pic.twitter.com/osjP0ItCd5 — Matt Levine (@matt_levine) March 16, 2015 The number of retweets confirms that there’s train-wreck fascination in convoluted lawyer prose. Midnight is the boundary between the last second of one day and the first second of the next day, so every day has a midnight at each end. … Read More
Although it won’t see the light of day for at least another year, my attention is turning to the fourth edition of A Manual of Style for Contract Drafting. Compared with the difference between the first edition and the second edition, and the difference between the second edition and the third edition, the fourth edition won’t represent as dramatic an upgrade. … Read More
I’m at the end of a whirlwind trip to China. Five seminars in eight days—Beijing, Shanghai, then Beijing again. The impetus for the trip was public seminars in Beijing and Shanghai. I was invited to give the seminars by Simon Huang, through his company SiS Conference Consulting. Simon organizes high-end legal and business training events. He’s very efficient, resourceful, and knowledgeable. … Read More
