The other day I saw this in a confidentiality agreement: You could express the same concept using efforts: The Recipient shall use reasonable efforts to prevent disclosure or use of Confidential Information other than as authorized in this agreement. Or you could express it using neither degree of care nor efforts: The Recipient shall take precautions to prevent disclosure or … Read More
One of many additions to the fifth edition of A Manual of Style for Contract Drafting is an expanded discussion of including. “Great,” I hear you say, deadpan. “Swell.” I assure the jaded among you that this new section is in fact particularly interesting, but that’s not what this post is about. Instead, I want to bring to your attention … Read More
In calling this post The Myth of the Lone Pizza Genius, I’m not suggesting that such a myth is widely held. Instead, it’s just a notion that casually lodged itself in my mind. In addition to baking pizza, I’ve had the opportunity to visit three noted pizza joints. In 2017, I dropped by Anthony Mangieri’s restaurant Una Pizza Napolitana, when … Read More
Periodically, I proclaim how getting rid of the copy-and-paste system for drafting contracts will require change at the wholesale level. In other words, it will require a new system that offers a compelling alternative to copy-and-paste. I wrote about that a couple of weeks ago, in this post. But I don’t mean to give short shrift to change at the … Read More
In this post I consider how, with help, I’ve gone about improving the prose of A Manual of Style for Contract Drafting. It so happens that this week I had occasion to address a single fix among the many. In this post on LinkedIn, MSCD reader Steven Mirsky says he was baffled by the word allonge and was gratified to … Read More
“Confirmation bias” is a term for the tendency to interpret new evidence as confirming your existing beliefs or theories. The notion is expressed in the old saw that if all you have is a hammer, everything looks like a nail. My hammer is that it’s important to get right what you say in a contract and how you say it, … Read More
Last year the head of a government department that handles procurement had a dozen people on his team take my online course Drafting Clearer Contracts: Masterclass. Yesterday I asked him how it had gone. Here’s the most relevant part of what he had to say: “What I heard from most attendees is that they didn’t find your course useful in … Read More
On social media, it’s easy enough to find people discussing basic examples of suboptimal contract usages, such as exuberant use of all capitals. Such venting gets plenty of engagement, but generally I don’t join in. I’m reconciled to saying the same thing over and over again. For example, a search for efforts on my blog pulls up over 200 posts. … Read More
Legal commentary has gone through changes in the past twenty years that are comparable to what has happened to all commentary, in this country and throughout the world. Here are my impressions. Gatekeepers and Scriveners Twenty years ago, if I wanted to publish an article, I had a handful of possible outlets owned by various media companies and bar associations. … Read More
I’ve occasionally mentioned on social media that I was working on an article about how the word material is ambiguous. Well, I finished it. The title is The Word Material Is Ambiguous in Contracts, Why That’s a Problem, and How to Fix It. It will be published next year in Scribes Journal of Legal Writing, but I’ll put a “forthcoming” … Read More
