[Updated 11 September 2024: I’ve been fiddling with what article headings to use and moving sections around. I expect that will continue for a bit!] You’re drafting a contract that’s big enough for you to group sections into articles, so the contract is easier to navigate. What do you call the boilerplate at the back? “Boilerplate” would be too cryptic … Read More
Twice previously, I’ve critiqued articles written by three cognitive-sciences co-authors, Eric Martinez, Frank Mollica, and Edward Gibson. This 2022 blog post considers their article that aims to show that contracts are poorly written. That article tells us nothing we don’t already know. And this 2023 blog post considers their article examining why lawyers write in such a convoluted way. Because … Read More
This week tipster extraordinaire Glenn West mentioned to me an opinion of the England and Wales Court of Appeal, Cantor Fitzgerald & Co v. Yes Bank Limited [2024] EWCA Civ 695. This case involves syntactic ambiguity—confusion over what modifies what. I’ve written at length about syntactic ambiguity, and the lesson for drafters is always basically the same, so I thought … Read More
I noted with interest this post on LinkedIn by Scott Simmons, a business-development coach. Scott kicks the post off by saying, “We need to talk about perfect. The legal profession has a problem with perfectionism.” But Scott’s post isn’t actually about perfectionism. Instead, it’s about lawyers being bad at “dealing with mistakes or setbacks.” You don’t have to be a … Read More
Next week, on Monday and Tuesday, 11 and 12 June 2024, I’m doing a Drafting Clearer Contracts online presentation, from 11:00 a.m. to 2:10 p.m. ET (US). Go here for more information. The fee is US$495, but if you’re a lawyer at a law firm with up to three lawyers, if you’re a contract manager, if you’re in government, if … Read More
I’ve just scheduled two series of my online course Drafting Clearer Contracts: Masterclass, which is built around eight live hour-long sessions held once a week and supplemented by reading and quizzes. The first session of one series starts on Thursday, 12 September 2024, at noon ET (US). The first session of the second one starts on Tuesday, 15 October 2024, … Read More
Last week I saw this in a contract: Subcontracting. Acme may engage employees, independent contractors, consultants, or other persons or entities (collectively, “Assistants”) to aid Acme in performing Acme’s obligations under this Agreement, so long as those Assistants abide by the terms of this Agreement, specifically Section 7 (Confidentiality) and, if required under HIPAA, the HITECH Act, or any other … Read More
This post nerds out on defined-term protocols. Specifically, should one use, or not use, the (or a or an) in defined-term parentheticals for defined terms that otherwise use the (or a or an)? MSCD says “include in a defined-term parenthetical the definite article the or the indefinite article a (or an), as appropriate. An article isn’t necessary unless the defined … Read More
I’ve just scheduled a new public Drafting Clearer Contracts presentation. It consists of two three-hour sessions on 10 and 11 June 2024 (Monday and Tuesday), starting at 11:00 a.m. Eastern Time (US and Canada). (Well, it’s actually three hours and ten minutes, if you take into account a ten-minute break!) This presentation serves as an introduction to A Manual of … Read More
Today I saw this sentence (emphasis added) from a confidentiality agreement: Recipient shall be liable for any unauthorized disclosure or use of Confidential Information by or related to any party to whom Recipient discloses Confidential Information, as if such disclosure or use were by Recipient itself. It’s relevant to something discussed at yesterday’s in-person Drafting Clearer Contracts presentation (more about … Read More
