Today I was reminded of the phrase every effort. I mention it in this 2004 article, but not in MSCD. Here’s an example from EDGAR: The Investment Manager represents that it shall make every effort to ensure that the Fund continuously qualifies as a Regulated Investment Company under Subchapter M of the Code or any successor provision. This phrase serves as a reminder of … Read More
While trawling the far reaches of the Netflix galaxy, I encountered that fixture of the Western canon, Star Trek II: The Wrath of Khan. I leave it to others to explore the glories of this oeuvre. What caught my attention is what happens at 54:00. Spock’s protege Saavik (below) reminds Admiral Kirk of General Order 15: No flag officer shall … Read More
I recently saw the following on Twitter: Do you think there are legalisms (terms of art) that cannot be replaced with plain language? We’re making a list: http://t.co/Hd0ZLidJK7 — Cheryl Stephens (@CherylStephens) June 20, 2013 It prompted me to think, Hey, that’s a great idea! Why don’t I ask my readers to help compile a list of contract terms of … Read More
[Updated July 16, 2013: Go to this post for an updated and correct account of ebook version of MSCD.] Huzzah! The third edition of A Manual of Style for Contract Drafting is now available on iTunes. You can buy it from the iBookstore on your computer and on your iPhone, iPad, or iPod touch. But to buy it on your computer, you’ll … Read More
In two recent posts I considered the merits of overhauling the language of your template commercial contracts (here) and the merits of automating them (here). But it’s important to consider that those tasks apply to different parts of the process. Automation allows you to prepare first drafts faster and with greater control that is possible using the traditional copy-and-paste approach. By … Read More
Joshua Stein (I mentioned him today’s other post) recently asked me about an instance of contract ambiguity. Here’s how he referred to it in a recent email: Here’s an example of the usage I commented on: “If Member A fails to contribute the entire Mandatory Capital Contribution, then Member B shall have the following rights and remedies.” What happens if … Read More
I’d made many new professional friends through A Manual of Style for Contract Drafting, but never new family members. So recently I was delighted to receive an email from a reader who announced that not only did he “hugely appreciate” the book, he was also related to me—he was my second cousin once removed. More specifically, my reader’s great-grandfather was … Read More
Today I received the following inquiry from a reader: I’m in a transaction involving an asset purchase agreement that provides for many schedules, and those schedules will consist many pages listing assets owned, licensed, etc. If we print and attach all of the lists the final document will be many inches thick. There has to be a way to capture … Read More
Yesterday’s post (here) concerned template process; today, let’s consider content. (Template content is a function of what you say and how you say it. Instead of constituting separate topics, they have a way of blending into each other—how you say something has a disconcerting way of changing what it means.) There are two kinds of template. There are templates for … Read More
In this post on his Commitment Matters blog, Tim Cummins notes that at an IACCM member meeting in Zurich, one of the big topics of discussion was “the extent to which templates cause rigidity.” Note that the discussion wasn’t whether templates cause rigidity: that’s not open to question. Although Tim sensibly says that “templates should not be a static imposition,” Word … Read More
