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Can Visualizations Make It Easier to Understand Defined Terms?

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Via @bradleybclark and this post on Legal Informatics Blog, I learned of a paper entitled “Software Tools for the Visualization of Definition Networks in Legal Contracts.” It’s by Michael Curtotti and Eric McCreath, both of Australian National University, and Srinivas Sridharan of the University of California, San Diego. Here’s the abstract: This paper describes the development of prototype software-based tools for visualizing definitions within legal … Read More

Yes, Law Firms Do Have a Hard Time Maintaining Template Contracts

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Recently, 3 Geeks and a Law Blog invited readers to suggest basic processes that law firms are really bad at. The responses they received are on display in this post, and two caught my eye: Maintaining Practice Group Forms One of the things that firms still struggle with is managing forms. It was something that has been discussed for years … Read More

Does Contract Drafting Merit Its Own Law-School Course?

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For the first time since 2005, I won’t be teaching in the fall, as a member of the adjunct faculty, a law-school course in contract drafting. In one respect, that’s a relief, as I’ll be able to continue my globetrotting unhindered. Abu Dhabi, here we come! But at some point I’d like to resume teaching. Not because I’m the second … Read More

Another Instance of an Ambiguous “Hereunder”

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A latecomer to the MSCD family of ambiguity is antecedent ambiguity—uncertainty over what the antecedent is of a given element. But it’s certainly making up for lost time. Today, thanks to that relentless source of leads known as Steven H. Sholk, I’m able to offer you an instance of antecedent ambiguity from the hot-off-the-presses opinion of the Delaware Court of … Read More

It’s Time for a New M&A Trade Group

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No one has commented publicly on my post about suboptimal drafting in the contract for Jeff Bezos’s acquisition of the Washington Post (here). That comes as no surprise: I’ve learned that M&A practitioners are reluctant to stick their neck out. But I did receive one comment privately: Digital delivery of movies to theaters is way more efficient and cost effective … Read More

An Example of an Awkward Definition

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A little birdy suggested that I should check out the definition of “Arbitrator” in section 12(a) of the agreement providing for Jeff Bezos’s acquisition of the Washington Post. (For more about that contract, see this post.) Here’s the sentence in question: If the Purchase Agreement is not executed within 60 days of the date hereof, the Seller and the Purchaser … Read More

My Indemnification Language

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[Updated most recently 18 October 2021. For details, go to the end of this post.] Over the years I’ve posted plenty of items about indemnification. (If you click on the “Indemnification” category to the right, you’ll be offered sixteen different posts.) But I’ve not posted any indemnification language … until now! Yes, I know, I feel very emotional about it … Read More

“Dear Mr. Bezos”: An Open Letter to Jeff Bezos About Suboptimal Drafting in the Washington Post Contract

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Dear Mr. Bezos: I noted with interest the contract providing for your acquisition of the Washington Post. (Go here for a PDF copy.) Whereas others have considered the substantive implications, I limited myself, as usual, to the drafting. I skimmed the contract and wasn’t surprised to conclude that it leaves something to be desired. Why am I telling you this? Because … Read More

Does a Services Agreement Need a Term?

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Should a services agreement provide for a term? It depends. Imagine that Acme engages me, as an independent contractor, to service every Sunday the fleet of Segways at Acme’s headquarters. Acme asks me to sign a contract, which provides for a term of one year. Including a term makes sense, in that having Acme instead make an open-ended commitment would … Read More

Why (Most) Contract-Drafting Training Is Useless

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Via @CharlesHGreen I learned of this 2006 post by David Maister, an authority (now retired) on managing professional service firms. The title is “Why (Most) Training Is Useless,” and much of what it has to say applies to the training I provide. The Limited Value of Stand-Alone Training Consider the following extract: Unfortunately, training and other kinds of meetings and conferences … Read More

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