While rooting around on Edgar, as is my wont, I came across the following: You see it? Bang in the middle? “HABENDUM”! I know I don’t get out much, but I’d never seen habendum before. Here’s what Black’s Law Dictionary has to say: habendum clause (hə-ben-dəm) (1829) 1. The part of an instrument, such as a deed or will, that defines the extent of … Read More
Yes, folks, I’m gently easing into the podcast world, thanks to logistical support from LegalSifter. The first episode is available here. It consists of my conversation with Michael Woronoff of Proskauer. Check it out. The podcast is called City of Contracts, a name that I hope conjures the many different constituencies involved in contracts. I think the first episode is … Read More
I’ve previously announced that 4 October 2018 I’ll be giving a “Drafting Clearer Contracts” seminar in Mumbai with Asian Legal Business. (For more information, go here.) I’ve had very little contact with India over the years. In 2017 I played a tiny part in a contract-drafting competition run by an Indian law school. Also in 2017, I wrote this post … Read More
I’m looking forward to returning to Seoul for a “Drafting Clearer Contracts” seminar on 16 November 2018. Go here for more information, in Korean; go here for an English-language flyer. My enthusiasm for Korea is such that in 2014 I wrote and had translated into Korean an article for Korean Legal Times entitled English-Language Contracts: Reducing the Clutter and Confusion. Go … Read More
No-disparaging provisions are found in employment agreements, separation agreements, settlement agreements, even end-user license agreements. But there’s a problem with no-disparaging provisions. … The rest of this post is on the LegalSifter blog. To read it, go here.
Longtime readers will be aware that I’m particularly fond of finding effed-up ways of saying may. The fourth edition of MSCD lists in table 4 more than a dozen wordier and less-clear ways of saying Acme may, but this post from earlier this year confirmed that that list wasn’t exhaustive. And today, thanks to my work on the LegalSifter production … Read More
OK, which do you like better: nonsolicitation provision no-soliciting provision And here: nondisparagement provision no-disparaging provision And here: noncompetition provision no-competing provision Me, I like the second option in each. The first option is a clunky abstract noun. Boo. The second is a gerund, basically a verb form acting as a noun. (More on gerunds here.) Less clunky. Yay.
This week I received the following inquiry from a reader: I’m a lawyer, and I’ve been working with contracts for the past five years. Your blog has been the first place I look for guidance on drafting questions. Thank you for being a great resource. I find that many lawyers resist implementing the modern approaches you discuss. Typically, I feel … Read More
The language of contracts in English is basically the same the world over, but with local variations. In the course of my work for LegalSifter this week, I learned of one such variation—the English affinity for the word, uh, variation. Or more specifically, the combination amendment or variation. Actually, it’s not only the English who indulge in this: you see the … Read More
There’s a specialized kind of business contract that I’ll call “general terms”—a document created by a company or other organization to describe how its system operates. A set of general terms might describe how Acme sells widgets to many different buyers, or it might describe a network, with different kinds of entities playing different roles. A set of general terms … Read More
