In MSCD 12.328, I say that respectively serves to indicate that each item in a list earlier in a sentence is to be paired with its counterpart in a list that follows and contains an equal number of items, as in The first and second prizes went to Marie and Frank, respectively. But in a recent redrafting project, it struck … Read More
If you’ve come here through the link the MSCD item in this month’s Section of Business Law eSource, welcome! While you’re here, let me tell you about a discount that I’ve arranged for section members. I give with West Legalworks a public version of my “Contract Drafting—Language and Layout” seminar; click here for information about the seminars scheduled for the first … Read More
On Tuesday, December 9, I’ll be in San Francisco to give my “Language and Layout” seminar for West Legalworks. I’ll be taking the red-eye home on Wednesday, and I’ll have some time free during the day. So if your company or law firm is based in the bay area and you’d like to shoot the breeze about contracts and what … Read More
During our conference call about the 2008 Penn Law redrafting project (see this blog post), the company lawyers noted that I had elected to refer to the other party as the Vendor rather than simply as Vendor. I explained that I prefer using the definite article, as it results in prose that’s slightly less stilted (see MSCD 1.73). The company … Read More
If often find myself alluding to the “magic words” approach to drafting. Here’s what I mean: You’re using magic words when you don’t clearly articulate in a contract a given concept but instead use legalese to grope at the intended meaning, in the hope that custom, or the courts, will fill in any gaps. Using magic words presents two risks. … Read More
In an exchange of emails this evening, my correspondent inadvertently used “indemnitor” when he meant “indemnitee.” It’s in order to avoid just such confusion that I recommend in MSCD 1.72 that you not use as defined terms for party names any paired defined terms that differ only in their final syllable, such as Mortgagor and Mortgagee. Given that one uses … Read More
As one of the assignments in my Penn Law contract-drafting course, this semester I once again asked my students to redraft part of a contract currently being used by a company. This time, I selected a template master services agreement submitted by a Fortune 500 company in response to this May 2008 post. The process this time around was the same … Read More
It’s generally a bad sign when, barely after it begins, a sentence shifts into a set of enumerated clauses: If (1) A, (2), B, or (3) C, then X. Acme shall (1) A, (2) B, and (3) C. In such sentences, the drafter is forcing the reader to make a connection between each enumerated clause and the stub beginning of … Read More
MSCD 12.258–277 discusses the distinction—or not—between immediately and promptly. Here’s another aspect of immediately—it’s often misused in connection with stuff that happens automatically. Consider the following provision: This agreement will terminate immediately upon Acme’s giving Widgetco notice of termination. I’ve stricken the immediately because it suggests, inappropriately, that a moment of time, however short, passes between notice and termination. Instead, … Read More
After a long absence, I’ll be in London over the holidays, visiting family and giving my daughter a brief introduction to the land where I spent fifteen years before sloping off to law school in the U.S. I had planned on returning to the U.S. early in January, but I find myself discussing with clients the possibility of giving in-house … Read More
