Today I tweeted the following: I suggest that we can consign "remuneration" (and "remunerate") to the scrapheap, use "compensation" (and "compensate") instead. — Ken Adams (@AdamsDrafting) December 20, 2017 It prompted the following tweet from the redoubtable @IPDraughts: No, no, no. Compensation is what you get when you are injured by an industrial accident. Pay is what you get from … Read More
In recent consulting projects I’ve found myself revising client contracts that address issues as both statements of fact and grounds for termination, as in this made-up example: Widgetco states that the Widgets are in good working condition. Acme may terminate this agreement if the Widgets are not in good working condition. My book The Structure of M&A Contracts (here) discusses how … Read More
I’ve update this site’s page for A Manual of Style for Contract Drafting (here) to make it clear that the ABA’s e-book version is now available. Go to this page of the ABA Web Store and click on the print or e-book option, as you prefer. In a few months the fourth edition should be available on Kindle and iBooks.
During my blogging-in-my-bathrobe years, I entertained myself by trawling on Westlaw for court opinions dealing with confusing contract language. Good times. In a fit of nostalgia, this evening I went back to Westlaw and entered a search, saying to myself, Yes, I can still do this! But I’d obviously lost my touch, because I forgot to limit my search to recent … Read More
[Updated 9 December 2017: I know that some of you wonder why I give airtime to people who disagree with me. Those people fall into two categories. First, there are those with some sort of credentials who publicly attack my work without justification; I think it’s in my interest to defend myself against them. An example is the person who … Read More
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
