Blog

“Faithfully” (Including How to Express an Employee’s Key Obligation in an Employment Agreement)

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A reader who identified himself as “a faithful reader from Northern Virginia” asked me about use of the word faithfully in contracts—yet another usage that had somehow escaped my scrutiny. In trawling for faithfully on the SEC’s EDGAR system, I saw that it’s used primarily in provisions stating an employee’s principal obligation under an employment agreement: Executive shall devote her best … Read More

What Distinguishes Bad Contract Drafting from Bad Writing

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A couple of readers sent me links to articles relating to Steven Pinker and his new book, The Sense of Style: The Thinking Person’’s Guide to Writing in the 21st Century. For those who are unfamiliar with him, Steven Pinker is, I suppose, about as close as we get to a public intellectual these days. His mane of grey curls probably helps! I’m … Read More

“Continuously”

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This week I had the pleasure of giving two in-house “Drafting Clearer Contracts” seminars in Doha, Qatar. As often happens, I came away with with a new issue to explore. In particular, one of the participants asked me what I thought of use in contracts of the adverb continuously. He didn’t think much of it. And now I can say that … Read More

A Condition Might Not Be the Only Condition

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Consider the following, the first expressed positively, the second expressed negatively: We’ll let you into the party only if you’re wearing a red carnation and a top hat. We won’t let you into the party unless you’re wearing a red carnation and a top hat. But it’s unlikely that you’d be admitted to the party if you were wearing only … Read More

My New Article About “Shall”

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The current issue of The Australian Corporate Lawyer—the journal of the Australian Corporate Lawyers Association—contains my article Banishing Shall from Business Contracts: Throwing the Baby Out with the Bathwater (PDF copy here). What it has to say won’t come as a surprise to regular readers of this blog, but I expect that it will come as a surprise to plenty of … Read More

My Categories-of-Contract-Language Analysis of a Cisco Template Contract

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In this post I mentioned that I had asked my students at Notre Dame Law School to analyze the verb structures in the “SOW terms & conditions agreement” (available here) that goes with Cisco’s advanced-services statement of work. Well, I decided that some of you might find of interest my comments on how categories of contract language are handled in the first three … Read More

Contract Drafting in Japan: My Q&A with Yusuke Sato

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In November, I head to Asia—I’m giving seminars in Seoul, Tokyo, and Singapore. I’m particularly looking forward to my seminar in Tokyo. It will be my first trip to Japan in 25 years, and my first seminar in Japan. (For more information, go here.) I haven’t had much occasion to engage with Japanese contracts professionals. I expect that the seminar … Read More

Doing That Bracket Thing in Your Signature Blocks

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Yesterday I saw an English template contract that had in the signature blocks three brackets (or rather, closing parentheses) one on top of the other. I recall Mark Anderson (aka @IPDraughts) have mentioned that practice at some point, so I asked him about it again. Here’s what he said: You are supposed to sign in the space to the right … Read More

The voice that matters.

Innovative scholarship. Extensive writings. Hundreds of Drafting Clearer Contracts presentations around the world. Commitment. That’s what makes Ken Adams the unmatched authority on clearer contract language.

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