[Updated 23 February 2024] Some people feel strongly that one shouldn’t use the article the with party-name defined terms that consist of a common noun. In other words, say Company, not the Company. Here’s what I say about that in A Manual of Style for Contract Drafting: If the defined term for a party name is a common noun, use … Read More
With my wife, Joanne, traveling, I was left to my own devices for a couple of days. The only mischief I got up to was experimenting briefly with low-calorie pizza (not to be repeated) and watching a new limited series on Prime Video, Mr. & Mrs. Smith. I found Mr. & Mrs. Smith diverting, mostly because I find Donald Glover … Read More
Yesterday, Lyft issued an outlook mistakenly projecting that its margins would increase by 500 basis points. That was quickly corrected to 50 basis points. (Go here for a Bloomberg item about that.) That mistake prompted lawyer Pat Wallen to do this LinkedIn post about it. I’ve written plenty on this topic, but given the interest generated by Pat’s post, I’ll … Read More
Yesterday, during session 3 of a private series of Drafting Clearer Contracts: Masterclass, we spent almost an hour considering, and coming up with alternatives to, suboptimal verb structures in a set of big-company standard terms. A participant then suggested it wouldn’t be feasible to engage in that sort of surgery when reviewing the endless stream of counterparty draft contracts sent … Read More
I learned more than a year ago that Microsoft would be changing the default font in Microsoft 365, and Microsoft announced the change in July 2023 (here), but the change made its way to me only yesterday: the new default font is … Aptos. Here’s what I say in the fifth edition of A Manual of Style for Contract Drafting: … Read More
I’ve written previously about conceptual shortcomings in relying on generative artificial intelligence to mark changes in the other side’s draft, commonly known as “redlining” (see this blog post and this blog post). Now, let’s look at a more basic problem: erratic drafting choices. This post is about one example of that. Recently the contract-lifecycle-management vendor Agiloft released (to quote this … Read More
I’ve been saying this for a while, as an aside in various writings, but I might as well shout it from the rooftops: You cannot be an informed consumer (or producer) of contract language without consulting A Manual of Style for Contract Drafting. That’s because MSCD is the only work that offers a comprehensive set of guidelines for the building … Read More
I know people find what I do worthwhile. Some individuals and organizations buy copies of MSCD. Others pay for the training I provide. And sporadically, people make a point of saying they find MSCD valuable, find my training worthwhile; I pass some of that feedback along to you all. That’s all to the good, but there’s no need to make … Read More
A week ago I created, for the first time, an illustration using generative AI—more specifically, Dall-E. It’s the illustration accompanying this post. Yes, it’s of an unhappy robot. In a spaceship. Sitting on a toilet. It’s puerile, but in my defense, I did it on a whim. ¯\_(ツ)_/¯ Dall-E is amazing, but I expect that this is the last time … Read More
I plucked from the SEC’s EDGAR system, largely at random, an asset purchase agreement filed earlier this month. It was drafted by a big law firm [updated 11 January 2025: the firm in question is Allen & Overy], and it contained, along with the usual dysfunction, some glitches that caught my eye. In particular, here are the different efforts (and … Read More
