I’m fond of saying that the first step in overhauling your contract process is analyzing the costs and risks of your current process. But what should such an analysis consist of? That question came to mind after my Inside Counsel SuperConference session last week. I was standing next to another of the presenters, Rees Morrison (he of the Law Department … Read More
Last week I received the following inquiry from a reader: I have a frustrating drafting challenge (possible blog topic?) that I suspect beleaguers many in-house counsel who are trying to streamline contracting processes—using a service provider’s proposal to define the scope of work without bringing in the “general” terms and conditions that accompany it. I will not deny that this … Read More
[Revised 1:50 p.m. EDT, April 26, 2012, to reflect comments by Vance, Mike, and Guest. In the original version, I didn’t explore the procedural side. And further revised 6:00 a.m. EDT, April 30, 2012, to eliminate the words “joint” and “several” from my proposed language.] In this 2007 post on the AdamsDrafting blog I discuss the phrase joint and several. … Read More
Recently on Twitter, Lawrence Hsieh (aka@ContractAdviser) compared me to longtime sports-radio provocateur Mike Francesa. And the next day a reader emailed me to say, among other things, “I like reading your comments but you are, I have to say it, opinionated!” So am I just spouting opinion? First, let’s get our terminology straight. On the one hand, there are facts—information that … Read More
I’m in Chicago for the Inside Counsel 2012 SuperConference. I’ll be on a panel later today; go here for the agenda. But that’s not what this post is about. Instead, I wanted to mention that Business Integrity has launched ContractExpress QuickStart for NDAs. For a complete description, go here, but it’s essentially a prepackaged and hosted configuration that would allow … Read More
In an opinion issued this week (here) the U.S. Supreme Court considered the alternative possible meanings of “not an.” Here’s the relevant passage: Truth be told, the answer to the general question “What does ‘not an’ mean?” is “It depends”: The meaning of the phrase turns on its context. “Not an” sometimes means “not any,” in the way Novo claims. If … Read More
Last week saw the launch of the ACC’s “Contract Advisor.” Lawrence Hsieh (aka @ContractAdviser—no relation!) craftily suggested on Twitter that he was looking forward to hearing my views on Contract Advisor. Now here I am, taking the bait. That’s because the only reaction I’ve seen thus far is Bob Ambrogi’s just-the-facts assessment (here) and some hyperventilating tweets. Someone should take … Read More
I’d like to revisit a notion that I alluded to in this brief 2010 post on AdamsDrafting: offering certification in contract drafting. Here’s how it would work: Contracts professionals could get a certificate of proficiency in drafting and review of contract language by (1) attending one of my “Drafting Clearer Contracts” seminars or watching my “Drafting Clearer Contracts” webcasts and … Read More
I find it particularly interesting when an institution adopts a novel approach to stating obligations. Who can forget the Construction Specifications Institute’s recommendation, stated in its Project Delivery Practice Guide (formerly Project Resource Manual), that in architectural specifications you use the imperative mood, not the indicative mood, to express obligations. (That’s something I discussed in this 2009 post on the AdamsDrafting … Read More
Last week I received the following inquiry from reader Vance Koven: I am moved to put this issue to you, as it is in some ways related to your comments in MSCD and elsewhere on back-dating contracts, which I agree is a no-no, especially for public companies, or making contracts “retroactively effective” in similar ways. I have come across a … Read More
