Yes sir, I’m a denizen of cyberspace! You can find me in my home office, endlessly hunched, gargoyle-like, over my laptop. My wardrobe varies from casual to too casual to indecent. My face can go for an extended period without encountering a razor. Some days, my exposure to the outside world is limited to very leisurely walks with Max, the … Read More
People who work with contracts have available to them an increasing number of information-technology tools that seek to improve your contracts or speed the contract process, or both. I recently became aware of a new entrant, Ridacto. To find out more, I had a conversation with Max Mednik, Ridacto’s founder and CEO; you’ll find it below. *** Ken: What’s your … Read More
In this May 2011 blog post discussing the Texas Supreme Court’s opinion in Italian Cowboy Partners, I acknowledged that if you want to increase the odds of avoiding fraud liability for extracontractual statements of fact, it would be prudent to use “no reliance” language instead of just saying that Acme has made no representations other than those stated in the … Read More
A few days ago I uploaded a revised version of Koncision’s confidentiality-agreement template. Apart from glitches lurking in a few branches of the template’s copious decision tree, I changed how the template refers to duration of the obligation to keep information confidential. Anyone completing the previous version of the questionnaire was offered the following answers to the question regarding duration … Read More
I noticed that the Rocket Lawyer confidentiality agreement that I wrote about in this post yesterday excludes liability for “direct, indirect, special, or consequential damages.” Language excluding damages is a nightmare, because hardly anyone understands what that jargon means. It’s something I wrote about in this February 2010 post and this March 2010 blog post, both on AdamsDrafting. Here’s the glossary … Read More
I’ve seen a lot of chatter about automated contract creation offered by Rocket Lawyer and LegalZoom. For the life of me, I don’t know why. Take Rocket Lawyer—please! Report Card I took advantage of Rocket Lawyer’s week-long free-trial period to create a confidentiality agreement. I chose their confidentiality agreement because I’m intimately familiar with the issues, thanks to my work … Read More
[Updated October 31, 2011, to reflect revised pricing.] Fellow blogger Rush Nigut (www.rushonbusiness.com) recently started a company called NotifyWorks to help lawyers improve their client relationships. (A transactional lawyer turning entrepreneurial—what a concept!) I knew that Rush had in mind that NotifyWorks would be relevant to the contract process, so I asked him a few questions. Here’s our exchange: Ken: … Read More
Any law firm looking to put its contract drafting on an efficient footing will face challenges. (I discuss them in this article.) But slightly different considerations might come into play if you’re a solo transactional lawyer. That’s something I decided to explore with the following three volunteers: Abe Sadie: Abe was a colleague in my BigLaw days; last year went … Read More
[Updated 16 August 2020] I saw in a discussion on the LinkedIn “Contract and Commercial Management” group a reference to “leaving the law bit to the lawyers.” That got me wondering what, when it comes to deciding the terms of a deal and expressing it in a contract, “the law bit” might consist of. By my reckoning, the law bit … Read More
Through M&A Law Prof, I learned of a paper by John Coates, a professor at Harvard Law School, entitled Managing Disputes Through Contract: Evidence from M&A. It considers dispute-management provisions in a sample of 120 randomly chosen M&A contracts from 2007 and 2008. Here’s the abstract: An important set of contract terms manages potential disputes. In a detailed, hand-coded sample … Read More
