Blog

“Anniversary Month”

Thanks to a tip from @ZedtheGamer, I encountered the concept of anniversary month in this bit of convolution: Anniversary month evidently means the month in which the anniversary of a given event occurs. Here’s how it’s defined in an Illinois statute: “Anniversary month” means the month in which the anniversary of the limited liability company occurs. By default it’s forward-looking, … Read More

Why Contract Managers?

In today’s post about nonlawyers and contract drafting (here), I offer contract managers a discount on my new online course Drafting Clearer Contracts: Masterclass. Why contract managers? Why not other nonlawyer constituencies? One reason is that contract managers might be the biggest, most homogenous nonlawyer bloc working with contracts. But mainly it’s because I’ve long thought that contract managers might … Read More

Sometimes “Nonlawyer” Is the Only Word That Works

[Updated 6 July 2023: Today’s blog post (here) addresses something I omitted from this post, so until further notice it’s my definitive take on nonlawyer!] Before doing today’s post on nonlawyers helping with contract drafting (here), I was aware of grumbling about the word nonlawyer. I’m entirely willing to revisit the implications of words I use. For example, after being … Read More

Nonlawyers and Contract Drafting: Commentary by Some Connections

In today’s post about how nonlawyers can help with contract drafting (here), I advance an idea I don’t recall having seen expressed before. It hardly seems a revolutionary idea, but I thought it appropriate to hear what other had to say about it. So I reached out to a handful of my connections, some long-standing, others more recent. I wanted … Read More

Nonlawyers Can Help With Contract Drafting (As Long as They’re the Right Nonlawyers)

Recently I tweeted this: Legal builds contracts because lawyers are good at claiming turf. Contracts are business documents: that they're legally enforceable and contain dispute resolution provisions isn't a reason to make them a legal fiefdom. Give them to people skilled in deals and contract language. — Ken Adams (@AdamsDrafting) August 16, 2020 I’ll now explain myself in more than … Read More

Dual Verb Structures: “Agrees to X and Continue to X”

Late last year I did my first post on dual verb structures. I’ve done four of them, here, here, here, and here. Actually, make that six, because I now introduce to you the supremely effed up structure agrees to X and continue to X. I found only a few examples on EDGAR, but enough to confirm to my satisfaction that … Read More

Here’s How the “Has a Duty” Test Works

For 15 years I’ve been haranguing people about the has a duty test. I can be relied on to ask a given group, way too many times, What is the first diagnostic test? In my dreams, those in attendance respond in unison, boot-camp style: The has a duty test! Allow me to explain. The foundation of controlled drafting is how … Read More

Through the Looking Glass: A BigLaw Analysis of Indemnification Terminology

Last weekend I indulged myself with this post, in which I observed, without surprise, that I’m hardly ever challenged in the marketplace of ideas. Well, if traditionalists aren’t challenging me, what do they contribute to the marketplace of ideas? I don’t go looking for such stuff, so for this blog post I’m relying on a tip from a reader. To … Read More