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
I’ve enjoyed my online exchanges with Noah Waisberg, aka @DiligenceEngine. So I’m pleased to say that his service, DiligenceEngine, is now ready for its closeup. The handsome DiligenceEngine website contains much information, but here’s the gist of what DiligenceEngine does: It automatically finds and highlights user-specified contract provisions. It prepares summary charts with findings (e.g., a list with the actual … Read More
A participant at my recent Canberra seminar made me aware of “self-deleting” contract provisions. I gather that it’s a standard notion in government contracts. Here’s an example: CLAUSES MADE INAPPLICABLE BY THE TYPE OF ORDER OR CONTRACT ARE SELF-DELETING. And another: THE FOLLOWING CLAUSES ARE INCORPORATED BY REFERENCE AND ARE SELF-DELETING IF NOT APPLICABLE: “Self-deleting” would seem to be something … Read More
At the ReInvent Law conference in New York earlier this month, I found myself sitting in front of a group of people from the law firm Seyfarth Shaw LLP, or rather, from its consulting arm, SeyfarthLean Consulting LLC. I ended up chatting with Ken Grady, the CEO. (That’s him to the left.) Because I’ve long been aware of Seyfarth’s interest … Read More
Via this post on the WSJ Blog, I learned about survey results presented by three Harvard Law School professors in an article entitled “What Courses Should Law Students Take? Harvard’s Largest Employers Weigh In.” (Available here on SSRN.) I’m not surprised that “Contract drafting” didn’t feature in the results for the question “What courses should HLS students take?,” given that … Read More
I’m back in Kuala Lumpur, for a seminar starting tomorrow. I came here from Sydney; let me tell you about my time in Australia. As usual, this trip was sandwiched between other seminar commitments. My itinerary: arrived on Saturday; spent Sunday waiting for my bag to show up; on Monday, did a “Drafting Clearer Contracts” seminar in Melbourne, then went … Read More
These days I mostly get my inspiration from contracts and from caselaw, but books by others can also be a source of useful ideas. Seeing as I’m in Australia, I just purchased on Kindle the third edition of Modern Legal Drafting: A Guide to Using Clearer Language, by Peter Butt, emeritus professor at the University of Sydney and the doyen of … Read More
