I noticed that John Gillies’s review of the fourth edition of A Manual of Style for Contract Drafting (here) attracted a few comments, including this one by Angela Swan, counsel at the Toronto law firm Aird & Berlis and adjunct professor at Osgoode Hall Law School, York University: Adams is dead wrong in his views on the various “efforts” clauses one … Read More
Here’s how a recent Kirland M&A Update (here; another version is here) begins: Most commercial and corporate contracts provide that the agreement is binding on a party’s “successor and assigns”. This boilerplate clause, coupled with the legal consequences of a stock purchase or merger, covers most corporate transaction scenarios and ensures that the agreement remains with, and binding on, the … Read More
Go here for John Gillies’s review on Slaw of the fourth edition of A Manual of Style for Contract Drafting. John has long been a Canadian ally in the struggle for rational contracts. Now he devotes most of his time to cheerier activities, including making music, but I’m pleased that he remains sufficiently interested in the subject to have done … Read More
The most prevalent defense of traditional contract language is that it has been “tested” by the courts. Heck, I even encountered an ardent proponent of the notion on my recent trip to Saudi Arabia. So I wasn’t surprised to encounter this comment on LinkedIn that endorses the notion. But I was intrigued that the comment was by the general counsel … Read More
Today I noticed this post on LinkedIn by Nir Golan, a legal-tech guy based in Israel. He opens his post by saying “It is time for simple legal docs.” I assume that by “docs,” he primarily means contracts. He also says this: Instead of spending millions of dollars developing tech to help us understand complicated legal docs, why not finally … Read More
A saving grace of what I do is that I’m not trying to win a popularity contest—if you, and you, and you find value in my writings, that’s enough for me. But I can’t help but notice two kinds of people untouched by A Manual of Style for Contract Drafting. First, there are know-it-alls. I might encounter a know-it-all on … Read More
It’s once again time for the ABA Journal’s annual list of the best law blogs. I noticed that Ron Friedmann’s blog Strategic Legal Technology has made the hall of fame. Congratulations, Ron. I too reside in the hall of fame, sitting on a cloud bank, wearing a white toga, with a laurel wreath around my head. But return of the ABA … Read More
You can now register for my 2018 public “Drafting Clearer Contracts” seminars in the U.S. Here are the relevant links: 22 February, Dallas 22 March, New York 17 May, Chicago 14 June, Seattle 13 September, Boston 29 November, San Francisco Each participant will receive at no extra charge a copy of the fourth edition of A Manual of Style for Contract Drafting. I hope to see … Read More
This article in the ABA Journal contains Bryan Garner’s version of part of a particularly impenetrable consulting agreement. His focus is layout, and in his redraft he in effect offers an enumeration scheme for contracts. (The image above is the first part of it.) But it treats the constituent elements inconsistently. Consider first the subsections, using the (A) hierarchy. Subsection … Read More
Welcome back to the categories of contract language! Consider the following alternatives: Language of Discretion The Customer may purchase Widgets only by using Acme’s purchase-ordering system to submit a purchase order to Acme. Language of Obligation Used to Express a Condition To purchase Widgets, the Customer must submit purchase orders to Acme through Acme’s purchase-ordering system. Which do you prefer? … Read More
