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
This is from a 20 June 2022 Artificial Lawyer item entitled CLM Without Expert Legal Input Is “Quite Scary”, about how the UK-based law firm Addleshaw Goddard (AG) is helping clients implement contract-lifecycle-management (CLM) systems: The rest of this post is on the LegalSifter blog, here.
Well, friends, last night I submitted to the American Bar Association the manuscript for the fifth edition of A Manual of Style for Contract Drafting. If all goes well, it will appear sometime before the end of the year. The fifth edition is about 10% longer. I’ve revised and expanded many topics, and I’ve added new topics. Consider chapter 6 … Read More
I’ve written about consequential damages (primarily in this 2010 post and the follow-up), but I’ve been acutely aware that I’ve pointed out problems without proposing a better way to handle excluding consequential damages. That’s what I attempt with this post. Here’s a randomly selected limitation-of-liability provision: In no event shall a party have any liability to another party for any … Read More
Hey, I have a great idea! I’m going to express in sequence several sentences with the same subject and verb. So I’m going to save some words by stating the subject and verb (for example, Acme shall) as introductory text and stating the remainder of each sentence as one of a series of integrated or tabulated enumerated clauses. For example, … Read More
In 2015 I did this post about the phrase good and valuable consideration. Well, I underestimated how stoopid it is. Here’s an example of a traditional recital of consideration: NOW, THEREFORE, in consideration of the premises and the mutual covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the … Read More
Inspired by this morning’s post about not making contract language too informal, here are my 11 commandments for drafting business contracts: Contract language should be clear. Contract language should be only as complicated as it needs to be. Contract language should be precise. Contract language should omit redundancy. Contract language shouldn’t say the same thing twice. Contract language should be … Read More
[Updated 10:30 p.m. ET, 9 May 2022: Thanks to Josh’s comment, I now have a different take on 24/7. It’s not limited to contracts—one hears 24/7 in all sorts of contexts. So I don’t think it’s jargon. Instead, it’s informal. I suspect that it’s more common in speech than in writing; that’s often the case with informal usages. But it’s … Read More
You’re familiar with “the tragedy of the commons,” right? Individual users have open access to a resource. In using that resource, they’re unconstrained by formal rules or shared social structures, so each user acts independently according to their own self-interest. But that’s inconsistent with the common good, because through their uncoordinated action, users deplete that resource. Hence the tragedy. The … Read More
