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
In this post I say why it’s important to be systematic about applying effective contract-drafting usages systematically. But in my consulting work, that’s only a small part of the story. If, as is usually the case, I’m charged with producing a new version of a template that uses traditional contract language, my work consists of way more than fine-tuning the … Read More
You’re in charge of contract templates at a big company. When it comes to creating and maintaining a company’s contract templates, often one has to make do. But that doesn’t apply to your company. You’re too big for that excuse to work. Besides, your company is fond of proclaiming how it strives for “excellence.” But in terms of what they … Read More
This is from the introduction to the fourth edition of A Manual of Style for Contract Drafting: This manual might seem like a style guide, but it’s too lengthy and too detailed to be used by all contracts personnel in your organization. Instead, this manual would likely be appropriate for those who work extensively with contract language. But it’s suitable … Read More
I once asked someone what she and her colleagues had taken away from an in-house seminar I had given at her company. Her answer? “A few techniques to bear in mind when drafting.” I don’t think that approach offers the best path to clear, concise, and consistent contracts. Traditional contract drafting involves some combination of improvising, relying on conventional wisdom, … Read More
I was in London last week. I rounded out a busy couple of days with a panel discussion hosted by UCL Faculty of Laws. It was entitled “Modern Contract Drafting: Improving Content, Upgrading Your Process, and Overcoming Inertia,” and it was held in the grand Gustave Tuck Lecture Theatre. For the recording, go here. You can find more information about the … Read More
Jason Steed is a Twitter personality who moonlights as an appellate lawyer. (Kidding!) Go here for his positive review of the fourth edition of A Manual of Style for Contract Drafting. Jason’s review prompted a few thoughts. For the heck of it, here they are: Regarding what’s different about the fourth edition, the simplest metric is that it has a … Read More
Thanks to that one-man research department, Steven Sholk, I learned of this article on Law360, entitled 3 Contract Drafting Myths Debunked. It’s about TA Operating LLC v. Comdata Inc., C.A. No. 12954-CB (Del. Ch. 11 Sept. 2017) (PDF here). It serves as a reminder that if you regard two contracts as a package deal, with performance under one being conditioned on … Read More
