In this recent post I wrote about how customers can be an obstacle to change. But inertia has been on my mind more generally, too. I’ve come to the conclusion that if an organization knows only traditional contract language and the copy-and-paste process, rational arguments won’t be enough to coax them into change. More specifically, I’ve found that providing an … Read More
Given that traditional contract language is confusing for native English speakers, it stands to reason that translating contracts from or into English would be a problematic undertaking. That’s something I wrote about in this article for the Bulletin of the Institute of Translation & Interpreting. (Hey, I’d find a way to get an article on contract drafting in any periodical!) … Read More
My lightning visit to Australia of course makes me an expert on Australian contract drafting. So here are some general impressions: “Plain Language” A significant portion of the Australian legal profession has shifted to what they call “plain language” drafting. I was told, for example, that a while ago Mallesons—now King & Wood Mallesons—invested heavily in training personnel and overhauling … Read More
The following is from reader Dan Devaney in Honolulu: I was not able to find any discussion on your new or old site discussing partners. The usual formulation seems to be “A is a general partner of ABC.” My favored formulation is “A is a general partner in ABC.” I’ve seen at your sites some references to the latter and … Read More
Consider the following: Company shall require each of its subcontractors to provide insurance coverage … . Do you think a reasonable reader, or a judge, would conclude that shall require means the same thing as shall cause? [Updated February 29, 2012: Since one example does not a sample make, here are some other instances of shall require that I found … Read More
Today I read Bill Carleton’s post “Outing Startup Legal Documents.” In this May 2011 post (and in the comments to that post) I explained why I was less upbeat than Bill about the prospect of developing standard documents by having one or more unspecified persons boil down law-firm templates. Given Bill’s latest post, I thought I might as well wade … Read More
Contract layout is a function of how you position blocks of text on the page and how you enumerate them. In MSCD I recommend that you use for your contract layout what I call, unimaginatively enough, the MSCD enumeration scheme. It comes in “articles” and “sections” versions, the only difference between the two being whether your contract groups sections into … Read More
I spotted on Twitter @APribetic, @carolynelefant, @btannebaum and others talking about a video posted by one Rachel Rogers (and available here) that encourages entrepreneurs who aren’t in a position to hire a lawyer to do their own contracts rather than use online templates. I can’t work up much outrage over the video. Rachel’s advice was aimed at entrepreneurs engaged in … Read More
We’ve overhauled the page where you can subscribe for free, for one year, to Koncision’s confidentiality-agreement template. It’s at www.contractexpress.com/KoncisionNDA. While you’re there, check out my new 80-second video on what makes the template the most compelling way, by far, to create a confidentiality agreement.
I recently received from a reader the following email bringing to my attention shall refrain: Have you ever seen or written about a negative covenant written as “shall refrain from” instead of “shall not”? I see it today in an NDA from another party. It gives me some heartburn that the other party is obligated just to “refrain from” disclosing … Read More
