Friends, there’s never a good reason to include periodically in a contract. Consider language of obligation: The Bank will provide the Client periodically with a statement of account for each Account, identifying Assets held in the Accounts. If I were the client, I’d sure want to be more specific that periodically, which could mean “at regular intervals” or just “from time … Read More
As a general matter, don’t use at all times. If you refer to a given period, if you say someone has to do something, if you say that things were a certain way, usually it follows that whatever it is applies at all times, unless you specify otherwise. Here are some unprettied-up examples from EDGAR: … at all times during … Read More
Behold my five-thousandth tweet: The first rule of Traditional Contract Drafting Club is: Notwithstanding anything in this Agreement to the contrary, the parties hereto ackn — Ken Adams (@AdamsDrafting) June 2, 2016 If I say so myself, I think it’s pretty funny.
In an article (here) that otherwise isn’t relevant to this post, I saw the following: Plain language contracts seem appealing but tend to be imprecise and are often used to mask pretty egregious terms. Using folksy words to tell someone you can terminate them at will without remedy and that they have no recourse doesn’t make it any better. I haven’t … Read More
As a credo, you could do worse than “Abstract nouns, bad! Verbs, good!” Using verbs instead of abstract nouns allows you to be more economical, and it ensures that you don’t play that favorite game of drafters, “Hide the Actor.” The word breach can be both a noun and a verb. I’ve improved the following examples by replacing the noun … Read More
I’m pleased that I’ll be one of the speakers at the 2016 Clio Cloud Conference, which is being held in Chicago on 19 and 20 September. Clio is a leading cloud-based law-practice-management software. I don’t need that kind of software, so I have no first-hand experience with Clio. But I’m familiar with Clio’s general reputation, and I know that Clio’s conferences generate … Read More
You can now register for the remaining 2016 “Drafting Clearer Contracts” seminar in the United States. The full list is here, but to make life easy for you, here it is: Morristown, NJ, 9 June Seattle, WA, 23 June Boston, MA, 15 September Indianapolis, IN, 22 September Washington, DC, 6 October Minneapolis, MN, 27 October New York, NY, 3 November San Francisco, CA, 8 … Read More
[Updated 15 June 2016 to reflect a new venue. I’ve adjusted the price too.] I’m pleased to announce that on Friday, 30 September 2016, I’ll be doing a “Drafting Clearer Contracts” seminar in Helsinki, Finland. More specifically, I’ll be doing it at the offices of of the leading Nordic law firm, Roschier. Participants will be invited after the seminar to a … Read More
Reader Steven Sholk forwarded to me an email he had received from Scribes, the American Society of Legal Writers, with the subject line “Grammar Tip No. 79 — Punctuation As A Basis for Interpretation.” It dealt with a contract provision at issue in Plymouth Mutual Life Insurance Co. v. Illinois Mid-Continent Life Insurance Co., 378 F.2d 389, 390 (3d Cir. 1967) … Read More
Here’s an example of what MSCD calls “passive-type policies”: Interest is payable at a rate of 8% per year. Here’s part of what MSCD 3.244 has to say about passive-type policies: Some policies are characterized by adjectives such as exercisable and payable and have a structure that’s analogous to the passive voice. This manual refers to such policies as “passive-type policies.” Passive-type policies have … Read More
