Learning how to review a contract is the same as learning how to draft a contract: you have to know what to say and how to say it clearly and concisely. Of course, when you’re drafting, you’re in control, and you have a copy-and-paste starting point that you got from somewhere, so you can appear that you know what you’re … Read More
Perhaps the most distinctive part of A Manual of Style for Contract Drafting is chapter 3, The Categories of Contract Language. It addresses how to use verb structures to establish, clearly and concisely, your intended meaning. To get a sense of what it involves, see the “quick reference” chart that’s part of the chapter; you can get to it through … Read More
Obviously, all eyes are on the fight between Twitter and Elon Musk in the Delaware Court of Chancery. Well, not quite all eyes. I’m keeping only half an eye on it—I’m not a big-deal watcher. On the other hand, I am a contract-language watcher. With that in mind, here are some suggestions for how not to get more confused than … Read More
It’s best to understand what we mean when we say contract language is ambiguous. For linguists, text is ambiguous if it’s capable of expressing two or more inconsistent meanings. If some who read a contract provision think it means one thing and others think it means something else, that provision is ambiguous. Because ambiguity creates confusion and causes many contract … Read More
The other day I saw in a contract—in an American Institute of Architects standard contract, no less—see to plus an abstract noun. I knew it was dubious, so I tweeted about it. And because it was interesting enough, I took the next logical step and dropped it into the manuscript of the fifth edition of A Manual of Style for … Read More
I have a sweet writing process. First, write something and publish it. After a few years, realize it’s not great. Take another crack at it, think it’s OK, then decide that in fact it’s still not great. Redo it. Ask knowledgeable people to look at it. Repeat the cycle a few times. It’s annoying but also entertaining, somehow. At least … Read More
I noted with interest Vice Chancellor Glasscock’s opinion in Weinberg v. Waystar, Inc., decided today (PDF here). Here’s the language at issue: The Converted Units shall be subject to the right of repurchase (the “Call Right”) exercisable by Parent, a member of the Sponsor Group, or one of their respective Affiliates, as determined by Parent in its sole discretion, during … Read More
Five years on, I can reveal that the cross-references in the fourth edition of MSCD aren’t as accurate as I’d like. There are a lot of them—my guesstimate is over 4,500. I didn’t have time to check them all myself, so I automated each cross-reference when I created it, did spot checks, and otherwise hoped for the best. Well, some … Read More
Every once in a while, I revisit a subject I made a hash of previously. Now is one of those times. I did this 2014 post on the setoff and offset. Because of an oversight on my part, the topic never made it into MSCD. I exhumed it for the fifth edition, and in the process realized that my 2014 … Read More
I finally got my act together and published four new series of my online course Drafting Clearer Contracts: Masterclass. Here’s when each series begins: Wednesday, 3 August 2022, at 11:00 am ET Thursday, 1 September 2022, at noon ET Monday, 3 October 2022, at 11:00 am ET Tuesday, 1 November 2022, at noon ET For more information and to register, … Read More
