Blog

MSCD contains a section on overuse of initial capitals (13.28–34). Here’s what I say in MSCD 13.30 regarding titles: Drafters invariably use initial capitals when referring to officer titles (The certificate must be signed by the President of Acme), but authorities on general English usage recommend that one only do so when the title is followed by a name (President … Read More

Earlier this year, I published an article suggesting why law firms might want to think about bringing in an outside speaker—presumably moi!—to speak about contract drafting. (Go here for a copy of that article.) But when I speak at law firms, I make a point of discussing some potential obstacles to associates’ changing the way they draft. This issue is … Read More

Last Thursday I taught my first class of the new semester. It prompted the following unconnected thoughts. *** I was reminded how pleased I am to be teaching at Penn Law. Why? Because the facilities are excellent and the students are smart and eager to learn. I went to Penn Law. When I graduated, I ever expected to return, let … Read More

Form and substance? I don’t think so. In contracts, the phrase is used exclusively in references to documents to be delivered, as in an opinion of counsel in form and substance satisfactory to the Buyer. As with most “doublets,” the suspicion is that it mainly serves to add a rhetorical flourish, an easy gravitas. On closer examination, that turns out … Read More

Dennis Kennedy recently mentioned on his web site a new article on document assembly. It’s by Darryl R. Mountain, it’s called Disrupting Conventional Law Firm Business Models Using Document Assembly, and it can be found in the International Journal of Law and Information Technology. (A pdf version is available here.) It’s a thoughtful article, but I’m not the intended audience—I’m … Read More

I’m pleased to announce that between November 20 and December 4, 2006, I’ll be holding in Geneva, Switzerland, a series of seminars on contract drafting. I’m fortunate to have as my sponsors ACC Europe (the European chapter of the Association of Corporate Counsel) and Hogan & Hartson. On November 20, 22, 24, 27 and 29 and December 1, 2006, I’ll … Read More

Here’s another target in the battle against ponderous contract prose—the adjective applicable. I discuss below three different ways that it’s used in contracts. “Applicable” Plus Noun Sometimes applicable is used before a noun. It’s possible to use applicable appropriately in this manner: The Company shall provide the Employee with pension and welfare benefits and group employee benefits such as sick … Read More

I had always assumed that only consumer contracts use the first and second person, as in Each of us is free to enter into similar agreements with others and You are responsible for any personal property taxes. But recently someone sent me a major company’s form of customer agreement. In that agreement, the company—let’s call it Acme Global Corporation—was called … Read More

My background is in drafting for deals rather drafting commercial agreements. (By “commercial agreement” I mean, vaguely enough, a form agreement relating to the supply of goods, services, or technology to customers.) But in my consulting activities, I’ve recently been dealing exclusively with commercial agreements. Because any given commercial agreement will likely be entered into dozens if not hundreds of … Read More