I fished this from the depths of EDGAR: The highlighted part is a “successors and assigns” provision. Usually they’re pointless; in this 2013 article, I consider seven possible functions of the “successors and assigns” provision and find them all wanting. Here’s what I conclude: [I]t’s a useless provision that survives because drafters are unsure what function it serves and so … Read More
Better late than never, here are the first 2022 series of my online course Drafting Clearer Contracts: Masterclass: Masterclass (19), 11:00 am Fridays, 14 January to 4 March Masterclass (20), noon Thursdays, 10 February to 31 March Masterclass (21), 11:00 am Wednesdays, 2 March to 20 April Masterclass (22), noon Tuesdays, 5 April to 24 May This course is built around … Read More
Today I saw this tweet [Updated 2 Jan. 2022: The tweet that prompted Casey’s response was later deleted. It asked which was better, indemnification or indemnity]: The authority is @AdamsDrafting, as alwayshttps://t.co/g1ILOT4fht — D. Casey Flaherty (@DCaseyF) November 4, 2021 I was pleased to receive that endorsement from Casey—he has been the most astute observer of my stuff. (See his … Read More
Some AI-and-contracts companies say their artificial intelligence will learn the patterns in your stash of signed contacts and use that, together with a menu of your preferences, to create, in an instant, a markup of the other side’s draft. This post is on LegalSifter’s blog. To continue reading, go here.
Here’s one of today’s tweets: Today's pioneering plain-English initiative: god's acts>acts of god — Ken Adams (@AdamsDrafting) October 29, 2021 It wasn’t entirely inane. A symptom of legalistic jargon is if, in the case of a usage with two or more components, those components are fixed in a certain order. So the phrase is always acts of God, with the … Read More
I thought it high time that I collect in one place my writings (and a couple of videos) on boilerplate. (By “boilerplate,” I mean the stuff relating to administration and dispute resolution that you see toward the back of most contracts.) The main headings are in alphabetical order; the items under each heading are in reverse chronological order. Boilerplate is … Read More
Counterparts provisions are a mess. For one thing, it’s not clear what counterparts are. I and others have been under the impression that it refers to a copy of a contract signed by fewer than all parties, but Black’s Law Dictionary says counterpart means “duplicate.” See this Twitter thread for a bit about that. And whatever counterparts are, the issue … Read More
This is what my definition sections look like: But you could instead opt to present the definition section using a table format: Using a table format is, as far as I can tell, particularly popular in England and other Commonwealth jurisdictions. The two primary characteristics of using a table format are (1) a break between the defined term and the … Read More
In my 2019 article, I explain that in the phrase best efforts, the word best has been “delexicalized”—instead of expressing its dictionary definition of “exceeding all others,” in this context it’s used as a rhetorical flourish. Other phrases that feature the delexicalized best are in the best interest(s) of Acme and to the best of Acme’s knowledge (and variants). I’ve suspected … Read More
Warning: this post is for hard-core efforts fans only. As part of my frenzy of rooting around on EDGAR yesterday looking for efforts anomalies, I saw this: The phrase best efforts possible is an oddity. It and the variant best possible efforts occur only a handful of times on EDGAR, mostly in contracts drafted in countries where English isn’t the … Read More
