This post is my response to @ronfriedmann‘s tweet below. .@KonciseD Fair . But how do we scale to ensure widespread, properly drafted agreements? And how do we persuade lawyers of necessity? — ronfriedmann (@ronfriedmann) February 16, 2017 If you want clearer, more effective contracts, you need two things: supply and demand. Supply By “supply,” I mean that you have to provide … Read More
Today I revisited my 2016 post on reasonable and hypallage (here). In trying to make sense of that post, I revisited hypallage generally. Be warned: that’s what this post is about. In the Ben Zimmer item (here) I link to in the previous post, here’s how Ben describes hypallage: Hypallage (pronounced hy-PAL-uh-jee, rhyming with analogy) is a literary device that … Read More
[Updated 18 August 2021: I belatedly remembered that I refer to this page at the end of the introduction to the fourth edition of A Manual of Style for Contract Drafting. It might have been relevant then, but now it is irrelevant. For one thing, I no longer do consulting. My automated NDA is now, once more, in the garage, … Read More
You’ve heard of “punctuated equilibrium,” right? That’s the notion that the evolution of species consists of relative stability for long periods interspersed with much shorter periods during which many species become extinct and new species emerge. (Go to Wikipedia for more.) Well, bear with me. I first paid attention to severability language in this 2011 post. I revisited the subject … Read More
[Updated 3 February 2017] On 30 January I rolled out in this post a new version of the introductory part of my severability language. That prompted me to look at the rest of it, and I realized that it didn’t work. For example, “then that provision will be modified”? Passive voice? Who’s the actor? And what category of contract language … Read More
Today seems to be a day for being reminded of basic notions. Yesterday’s Dilbert strip (here) and today’s (here) are on the topic of robots coming up with contract language. You won’t be shocked to hear that the Dilbert view of this isn’t favorable. Well, neither is mine. In this 2011 post I explain that when it comes to compiling clear … Read More
Here’s my favorite law-conference anecdote: I’m on a panel. The topic of represents and warrants comes up, as it tends to. Another panel member is unimpressed by what I have to say. As his way of resolving the matter, he asks imperiously that a copy of Black’s Law Dictionary be brought to him, and he proceeds to read aloud the definition … Read More
The word material and the phrase material adverse change haven’t featured much on this blog in recent years. That’s mostly because MSCD chapter 9 covers the subject pretty comprehensively, and because there haven’t been any recent developments of particular interest. But today I finally got around to reading, after a year, this 2015 article in the Wall Street Journal about alternative … Read More
Readers with a long memory will remember this 2014 post about a “quick reference” analysis of the categories of contract language prepared by a seminar participant. Well, after almost three years, I’ve come up with my own version, or at least a first draft of it. Go here for a PDF. (The “Reference” column is for citations to MSCD; I’ll … Read More
This from a reader: For documents that I have drafted using your style manual, I do not get comments from clients or other lawyers saying, “Wow, this is so much clearer and easier to read!” So I don’t even have anecdotal evidence to support your approach. My own experience, however, is that it saves me time when I review a … Read More
