On 5 November I’ll be doing a day-long “Drafting Clearer Contracts” seminar in London for UCL Faculty of Laws. (For more information, go here.) I can think of eight reasons why you might want to attend: English contract drafting is dysfunctional. Generally, the prose of contracts leaves a lot to be desired, and no amount of Savile Row swagger can … Read More
A couple of recent articles make the sensible point that it’s meaningless just to clamor for innovation in legal. There’s this article by Mark A. Cohen (@legalmosaic, but this post is about this article on Above the Law by Ivy Grey (@IvyBGrey). The title is Innovation Is A Red Herring Without Cultural Change, and in it she asks, “So how do … Read More
“What!,” I hear you say. “More on efforts! You cannot be serious! Yes, more on efforts, because I’m determined to explore every nook and cranny of the f*cked-up world that is efforts provisions in traditional contract drafting. And today’s topic is the phrase on a best-efforts basis. A best-efforts offering is a kind of securities offering. Here’s how Practical Law … Read More
In this recent post I introduced the idea of putting job notices on this blog, with the aim of perhaps helping anyone who has hopes of finding a new employee from among readers of A Manual of Style for Contract Drafting. Now let’s look at this from the perspective of someone looking for a job. Below is an email I … Read More
In some fields, the robots-running-rampant connotations of the term “artificial intelligence” might be somewhat justified. But when it comes to what LegalSifter offers—AI review of the other side’s draft contract—a dose of reality is in order. To read the rest of this post, go to LegalSifter’s blog, here.
As you might have guessed from my previous two posts, I’m working on a guarantee. Unsurprisingly, contains a sentence that refers to waiver of presentment. I knew this day was coming, and I’ve long been prepared for it. I reached for Howard Darmstadter, Hereof, Thereof, and Everywhereof: A Contrarian Guide to Legal Drafting 197 (2d ed. 2008). (The discussion in his … Read More
In guarantees for payment of debt, the key language of performance—hereby guarantees—is usually supplemented with one or more of the following adverbs: absolutely, unconditionally, and irrevocably. I recommend you omit all three. I suspect that many who work with guarantees would find that a shocking notion. But to insist on retaining some combination of the three adverbs is to misunderstand … Read More
Way back in 2006, I considered in this post the distinction between guaranty and guarantee used as a noun. That analysis still applies, and it’s reflected in MSCD. To summarize, the noun guarantee is used to express a meaning analogous to warranty. By contrast, when referring to a promise to pay the debt of another, guaranty is the more popular … Read More
You have two days left—21 and 22 August—to get 25% off the ABA price for A Manual of Style for Contract Drafting. That might be a better price than what Amazon is currently offering. Go here. I couldn’t help noticing that MSCD is the ABA’s biggest-selling title for 2018. I wouldn’t be surprised if that makes it one of the … Read More
Today reader Ken Obel sent me an email asking if I could help get the word out that he’s looking to hire a junior-ish lawyer to help with transactional work. Because Ken sees the value of clear contract language and uses A Manual of Style for Contract Drafting, I said I’d be happy to post his message on this blog. … Read More
