I’ve been presented with a choice between three alternative versions of a boilerplate provision. They’re shown in the image above. Using my categories-of-contract-language lingo, the first version uses language of obligation to express a condition. The second expresses a condition by using a conditional clause; because it uses the subordinator “if”, it focuses on the positive. It includes “only”—without it, … Read More
You cannot be an informed consumer (or producer) of contract language without consulting A Manual of Style for Contract Drafting. (See this 2024 blog post.) So doesn’t it follow that to be an informed consumer of contract language, all that’s required is that you get yourself of copy of MSCD? Well, no. For one thing, you have to apply yourself. Contracts … Read More
Apparently Emily Dickinson said, somewhere, “If you take care of the small things, the big things take care of themselves.” That sounds comforting, but it seems like a recipe for unexpectedly being steamrollered while you’re taking care of the small things. Here’s a more reliable but downbeat alternative, said by me, right here: “If you mess up the small things, … Read More
The Notion of “Tested” Contract Language LinkedIn is the place where dead ideas go to be endlessly reborn from their ashes, like a phoenix. One such idea is the notion that it’s risky to abandon the legalese featured in contracts, because courts have told us what those words and phrases mean. My first blog post about this notion of “tested” … Read More
A few days ago, I received an email from the Library of Congress. Here’s the opening sentence: “The United States Library of Congress has selected your website for inclusion in the Legal Blawgs Web Archive, which is part of a larger collection of historically and culturally significant websites that have been designated for preservation.” (The image at the bottom of … Read More
The relentless Kevin Toll (see this blog post) has proposed that I ditch thereafter. Here are some of his proposed changes to Adams Contracts templates: Regarding afterward, Garner’s Modern English Usage 37 (5th ed. 2022) says, “Afterwards (= later) is often changed to afterward by American editors, though in popular usage the two forms are used interchangeably. Across World Englishes, … Read More
At the beginning of this year, I said in this blog post that you cannot be an informed consumer (or producer) of contract language without consulting A Manual of Style for Contract Drafting. No one has suggested I’m mistaken. I’m not surprised—disagreeing with me would require that you either (1) mount a spirited defense of copy-and-pasting dysfunction or (2) point … Read More
Last week, Kevin Miller, LegalSifter’s CEO, used Adams Contracts’ confidentiality agreement template. In the process, he suggested that I bold the title. When Kevin shared his opinion, I realized I’ve never explained why I don’t bold the title, and no one had ever commented on that preference. So around 25 years into my grand adventure, allow me to articulate to … Read More
This week, Adams Contracts launched a new service agreement template (see this post on the Adams Contracts blog). Whom did that rouse? Kevin Toll, the Adams Contracts client featured in this blog post from earlier this year. Turning on the new template a gaze blank and pitiless as the sun, he pointed out how I had managed to ignore some … Read More
In its recent opinion in Salama v. Simon, No. 2024-1124-JTL, 2024 WL 4906737 (Del. Ch. Nov. 27, 2024), the Delaware Court of Chancery cites A Manual of Style for Contract Drafting for what it has to say about “the expectation of relevance.” That’s a concept underlying a subtle ambiguity associated with the word may. Rather than discuss the expectation of … Read More
