Today’s bit of advice: Don’t make some other contract part of your contract. That was prompted by this item by the Canadian law firm Bennett Jones. It involves a case before the British Columbia Supreme Court in which a general contractor wanted to refer the dispute to arbitration. The subcontract didn’t contain an arbitration provision, but the prime contract did. And … Read More
Yes, similarly and similar are vague. Vague can lead to fights, so you have to be careful about vague. (See this 2018 post about a vagueness fight over similar.) But that’s not what post is about. Instead, it’s about two similarly glitches. Consider this use of similarly: In case of any reclassification or reorganization … , or in the case … Read More
Let me get one thing out of the way: ** I’m not against “legal design.” ** Instead, the issue I have with legal design is that in my experience, enthusiasm for legal design tends to be inversely proportional to command of legal prose. Which brings us to cartoon contracts, more specifically this week’s article in the Wall Street Journal entitled … Read More
Recently Mark Anderson and I found ourselves back-to-back, brandishing longswords and together battling nonsense in skirmishes that broke out on different platforms (go here for an entry point). But it would be no fun if that were to prevent me from riffing on something Mark says. In one of his posts in that exchange (here), Mark says this: Resistance to … Read More
I’m in the habit of dividing the task of contract drafting into the what-to-say part and the how-to-say-it part. That’s a little too simple, as the how-to-say-it part can unexpectedly affect the what-to-say part if you’re not careful. But it’s also a little too simple because the how-to-say-it part itself is made up of two parts. There’s command of the … Read More
Here’s the beginning of my new post on LegalSifter’s blog: This week I had the pleasure of visiting North Falmouth, Massachusetts. (Hence the photo.) I was there to do a “Drafting Clearer Contracts” seminar for the global contracts team of a multinational. But this post isn’t about the seminar. Instead, it’s about the fact that I couldn’t help occasionally thinking … Read More
The latest episode of Bob Ambrogi’s LawNext podcast features Chas Rampenthal (general counsel at LegalZoom) and me. (It’s here on embed.ly and here on iTunes, and go here for some extracts.) In this episode, Bob breaks the news—I’m not suggesting it’s earth-shattering!—that I’ve joined Pulse, a company backed by LegalZoom. More specifically, I’m now head of contracts at Pulse, where … Read More
Regular readers will know that the foundation of controlled drafting is how you use verb structures. I address that in my “categories of contract language” framework. (See this post for my quick-reference chart on the subject.) One of the more crowded categories-of-contract-language topics is when the obligation is imposed on someone other than the subject of the sentence. Well, it’s … Read More
Behold the following introductory clause. See the emphasized text? It defines a term individually and collectively—a practice I mocked in the preceding post—but it uses one defined term for the individually part and a different singular defined term for the collectively part. THIS FIRST AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS, dated as of March 19, 2019 (this “Amendment”), … Read More
If you ever find me on the floor in the fetus position, gibbering softly, it will be because nonsense of the following sort has finally got to me. I’ve long mocked using individually a “Party” and collectively the “Parties” when creating the unnecessary defined term Party. I had suspected that there was potential for all sorts of other mischief featuring … Read More
