Defined terms add value—they allow you to state a concept more concisely and consistently than you might otherwise. But they come at a cost: Using an autonomous definition breaks up reading—you force the reader to read both the autonomous definition and the related provision. Integrated definitions add a bit of clutter in the form of the defined-term parenthetical. All the … Read More
[Updated 9 May 2022: This post was rendered obsolete by this April 2022 post.] One consequence of my not doing deals is that I have little occasion to consider what effect, if any, e-signing has on the wording and format of contracts. As far as I can tell, DocuSign works with whatever signature blocks you have. The only implication I … Read More
OK, it’s categories-of-contract-language time again! More specifically, the topic is language of policy, which states rules for how the contract works. Language of policy relates to stuff that happens automatically, as in This agreement is governed by German law. One shortcoming in language of policy is when you use structures analogous to the passive voice, as in Rent is payable … Read More
The blog post before this one (here) refers to extensive comments on a 2017 blog post. And also this weekend, I had occasion to revisit comments in another post, from 2019. I ended up incorporating in an article I’m writing the gist of comments by three regulars. Comments on my blog have been vital over the years. But they’ve dropped … Read More
This is a little subtle. Bear with me. In this 2017 post, I consider whether it’s OK to use in a contract, unadorned, the phrase is not prohibited from, as in Acme is not prohibited from selling Widgets to Uzbekistan. The vigorous discussion in the comments to that post considers whether you should make it clear that is not prohibited … Read More
One encounters the phrase has no authority to and shall not in the context of agency: The Contractor has no authority to, and shall not, act as agent for or on behalf of Client or represent or bind it in any manner. Consultant understands and recognizes that he is not an agent of the Company and has no authority to … Read More
A question from a reader: When the other party’s counsel does the first draft, I have to work within the confines of whatever I’m given. In my review, I focus on what doesn’t reflect the deal as I see it or what might cause confusion—trying to turn their draft into a thing of beauty would waste everyone’s time and might … Read More
We’re about to launch a new LegalSifter Review document type—Boilerplate. Let me tell you about it. This post is on LegalSifter’s blog. To read it, go here.
In this 2019 post I suggest that not much is to be gained by arguing which is better, English drafting or US drafting. But I did point out one noteworthy distinction: Even if you accept that a given kind of U.S. contract is likely to exhibit more dysfunction than an equivalent piece of English drafting, that’s perhaps offset by the … Read More
Friends, I recommend you run away from the movie SAS: Rise of the Black Swan. Really. Conserve your brain cells for a more worthwhile activity, like sniffing glue. But being a supporter of the arts, I inflicted it on myself a couple of months ago. For research purposes. As a result, I can report a deathless bit of dialogue at … Read More
