In contracts, language of declaration is used by parties to declare facts. And as I say in MSCD 3.270, “Language of declaration allows parties not simply to assert facts but to be seen to be asserting them—without the verb, it wouldn’t be clear who is making the assertion.” Language of declaration comes in two flavors, depending on whether the fact … Read More
One of the categories of contract language is language of recommendation. It’s discussed at MSCD 3.332, and I introduced the idea in this 2011 post. Obviously enough, you use it when one party is recommending something to another party: The Company recommends that the Participant consult with his or her personal advisor …. I’ve always though that language of recommendation … Read More
Here’s an issue I’ve occasionally pondered: What if you prepare a template for one client in a given industry, and then another company in the same industry asks you to prepare the same kind of template for them? It’s not a matter of copyright. Here’s the relevant extract from my article Copyright and the Contract Drafter (here): [T]he level of … Read More
I’ll be in Denmark the last week in May to do an in-house seminar. If you’re located in Scandinavia and would like to discuss having me do a “Drafting Clearer Contracts” seminar for your organization while I’m in the region, you’d find me particularly … flexible.
It’s easy to find on Twitter people eager to embrace as a “tipping point” every questionable come-to-us-for-your-contracts offering. Express skepticism and they might invoke Clayton Christensen, much as one would brandish a crucifix, or garlic, or whatever, at a vampire. (Your ears burning, @jordan_law21? :-) ) The buzzword is “disruption.” But some people are pushing back at the notion of … Read More
The Michigan Bar Journal’s “Plain Language” column recently celebrated its thirtieth year. Joe Kimble, its longtime editor, wrote this piece marking the event. Congratulations to Joe and to the Journal. They’ve provided a valuable service. My contribution to the “Plain Language” column was a two-part article published in 2002. It was the second article I ever wrote. It’s long been … Read More
In MSCD 13.334, and in this post, I say the following regarding defend in the witless triplet indemnify, defend, and hold harmless: Drafters routinely tack defend on to indemnify and hold harmless, but that doesn’t begin to address how defense of nonparty claims is to be handled. To avoid uncertainty and the possibility of dispute, address that explicitly in provisions governing indemnification procedures. … Read More
I’m delighted that my seminars in Geneva on 10 April and 11 April are sold out. I’m looking forward to it: the facilities are great, Akin Gump’s staff is very hospitable, and a full house only adds to the fun. But places are still available for my seminar at SAP’s headquarters in Walldorf, Germany. (Their conference room is less intime … Read More
My thoughts are turning back towards teaching. In particular, wearing my Mr. Commoditize hat, I’ve been considering how one of the big problems with teaching contract drafting is the improvised nature of it all. You have practitioners teaching it, some of them perhaps imparting to their charges a grab-bag of conventional wisdom. You have legal-writing people teaching it, some of … Read More
To entertain myself during my recent travels, I retrieved from the SEC’s EDGAR system a Google services agreement and proceeded to annotate it to show its contract-usage shortcomings. (As is usual with such reviews, I didn’t analyze the deal points.) Why Google? Because I’d heard on occasion that Google’s contracts are OK. On finishing my review, I thought that if … Read More
