It’s likely that to some degree your templates are constructed of traditional contract language, with all the confusion, wordiness, archaisms, and redundancy that entails. You want to improve your templates so they’re clearer, more concise, and better address your needs. Well, here’s how that might not happen. You assign one of your in-house lawyers to do the work. Pothole 1: … Read More
I’m writing the preface to the fourth edition of A Manual of Style for Contract Drafting. Normally it’s where I’d describe what’s new, but there’s so much new material that listing what’s new would clog up the works. And I don’t know how helpful people would find it. In the third edition I mostly said whether a given chapter was … Read More
The date for my public “Drafting Clearer Contracts” seminar in Charlotte, North Carolina, is now Thursday, 28 September 2017, instead of 22 September. That change was made a few weeks ago, but only now did I figure out that I hadn’t updated the “Public Seminars” page. It will be my first seminar in Charlotte. I hope to see some of … Read More
Can’t we do better than et seq.? Here’s the Black’s Law Dictionary definition: et seq. (et sek) abbr [Latin et sequens “and the following one,” et sequentes (masc.) “and the following ones,” or et sequentia (neuter) “and the following ones”] (18c) And those (pages or sections) that follow <11 USCA §§ 101 et seq.>. And here’s an example from EDGAR: … Read More
Yesterday I did this post about the recent First Circuit opinion in which lack of a serial (or Oxford) comma featured prominently. That opinion prompted no end of articles in the established media (including this article in the New York Times) and no end of chatter on social media. And many of my readers rushed to tell me about it. … Read More
In an opinion issued this week, O’Connor v. Oakhurst Dairy, No. 16-1901, 2017 WL 957195 (1st Cir. Mar. 13, 2017) (PDF here), the First Circuit considered the meaning of the following: The canning, processing, preserving, freezing, drying, marketing, storing, packing for shipment or distribution of: Did “packing for shipment or distribution” refer to two kinds of packing, or did it … Read More
I’ve been pleasantly surprised at the number of readers my cross-posts on LinkedIn have been getting, so for the heck of it I published on LinkedIn an article entitled “Do Your Contracts Matter?” It’s here.
In MSCD 3.47, I say the following: For purposes of business contracts, as opposed to statutes, it’s unlikely that anyone could successfully argue that instead of expressing an obligation, a particular shall is “discretionary” and means may or should. Well, courtesy of @mrsalzwedel I learned of PacifiCorp v. Sempra Energy Trading Corp., No. CIV-04-0701 (E.D. Cal. 2 July 2004), an opinion … Read More
Thanks to this update on LinkedIn by lawyer Alexander Tyulkanov, I saw this GE Report, entitled “Honey, I Shrunk The Contract: How Plain English Is Helping GE Keep Its Business Humming.” It describes how GE Aviation’s Digital Solutions unit replaced their seven bloated and archaic templates, each a hundred pages plus, with a five-page plain-English contract. It’s a great story. It reflects what … Read More
Here are the first two sentences of the fourth edition of A Manual of Style for Contract Drafting, as I currently imagine them: This manual offers guidelines for clear and concise contract language. If you’re making decisions regarding contract language without consulting it, odds are you’re copy-and-pasting, relying on flimsy conventional wisdom, or improvising. I hear you saying to yourselves, … Read More
