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Do You Risk Ethics Violations If You Follow My Guidelines? I Respond to a Traditionalist

15 November 201618 April 2016 by Ken Adams

As their principal objection to tinkering with mainstream contract language, traditionalists offer the notion of “tested” contract language—mess with the standard formulations and you invite a world of risk into your lives. My objection to that objection has been that it’s mostly offered without any backup. Usually it’s a platitude that’s invoked as a matter of expediency, to rationalize maintaining the status … Read More

Revisiting Avvo Legal Forms, Part 2: “Minimum Viable Product” and Contract Forms

15 November 201611 April 2016 by Ken Adams

Early in the modest tweetstorm caused by last Friday’s post, I saw this tweet by @JEGrant3: Here's the power of an #MVP: @avvo just got @KonciseD to consult on improving their product. For free. #leanstartup https://t.co/FNf4BrOzvA — John E. Grant (@JEGrant3) April 8, 2016 I was mystified. “MVP”? WTF? But @anseljh came to the rescue, explaining that “MVP” stands for … Read More

Revisiting Avvo Legal Forms, Part 1: Failure of Quality Control and Failure of Imagination

15 November 201611 April 2016 by Ken Adams

You might have seen last Friday’s post about Avvo Legal Forms (here). It prompted enough comment that I thought some follow-up was in order. Avvo’s Response In my post I was categorical that Avvo Legal Forms is, as I put it in the title, a real stinker. That prompted a response from Avvo’s CEO, Mark Britton, as reported by Bob … Read More

Avvo Legal Forms: A Real Stinker

15 November 20168 April 2016 by Ken Adams

I learned from this post by Bob Ambrogi that Avvo, an online legal-services marketplace, has announced that it “has added a selection of no-cost, high-quality legal forms for family, business, estate planning and real estate to its website.” Avvo apparently expects to have more than 200 forms available by the end of 2016. With no enthusiasm, I duly completed the questionnaire for one … Read More

When the Law Says What Party-Specific Information You Have to Include in the Introductory Clause

7 April 2016 by Ken Adams

At one of my Geneva seminars this week, a participant told me that Czech law says you have to include certain information in the introductory clause. At my request, she followed up with a colleague, who told her the following: This is stipulated under Sec. 435 of the Czech Civil Code(act no. 89/2012 Coll.). Please see below: (1) Every entrepreneur … Read More

“Extraordinary Efforts”

4 April 20164 April 2016 by Ken Adams

The other day I permitted myself the following japery on Twitter: Contemplating new "efforts" standard: premium effortssuperior effortsValhalla effortsgalactic effortsKal-El effortsEfforts McTryHard — Ken Adams (@AdamsDrafting) April 2, 2016 But that led me to search for efforts standards on steroids. Searches for the likes of major efforts uncovered nothing, unsurprisingly, but I got plenty of hits on EDGAR for one formulation—extraordinary … Read More

Translating English-Language Contracts: A Q&A with Ruth Gamez and Fernando Cuñado

28 October 20214 April 2016 by Ken Adams

I’ve long been aware of the challenges of translating contracts. Heck, back in 2004 I wrote one of my first articles, this one, on that subject. And in 2014 I did this webcast with eCPD Webinars. Last year Ruth Gámez and Fernando Cuñado came to my attention. They have an active online presence, with their website and their presence on Twitter (username @traduccionjurid). … Read More

Pick the Category of Contract Language!

3 April 2016 by Ken Adams

It’s time for that ever-popular game, Pick the Category of Contract Language! Bob, please tell our viewers what the choices are! Acme shall make all decisions relating to commercializing Licensed Products. [By using language of obligation, this expresses, appropriately, the idea that Widgetco wouldn’t want Acme to ignore what’s required to commercialize products. But it doesn’t express that Acme will be in … Read More

“Objective” and “Subjective” in “Efforts” Provisions

2 April 2016 by Ken Adams

Apparently there’s no I in team. And there’s no objective and subjective in use and interpretation of efforts provisions. When I ask seminar participants to tell me the difference between best efforts and reasonable efforts, it’s routine for someone to suggest that the former represents an objective standard and the latter a subjective standard, or vice versa. That question is in … Read More

Whether to Add an Escape Hatch to “Reasonable Efforts”

30 March 2016 by Ken Adams

You’ve prepared a contract that imposes on Acme an obligation to use reasonable efforts to sell Widgets. If you leave it at that, a fight could arise at any time over whether Acme has used reasonable efforts. You could add to the deal by saying that you may terminate if Acme doesn’t reach stated sales targets. That would give you … Read More

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