The Secrets of the “Ready Player One” Contract

You all know how I earn a living, but it’s a sideshow to my real passion, the time my contracts buddies and I spend in an immersive contracts virtual reality. There you might find, for example, @IPDraughts playing Hadley, @AlexHamiltonRad playing Baxendale, and me playing the crucial role of “another,” Hadley’s partner. It all takes weeks to unfold, and the broken crankshaft in question is as heavy in virtual reality as it was in real life, but somehow each time we play it, it’s as exciting as as it was the first time!

That’s why I particularly enjoyed watching Ready Player One, Steven Spielberg’s recent science-fiction adventure movie. I saw it in the most immersive of settings—on a Delta seat-back screen five inches from my face and 30,000 feet in the air, going from somewhere to somewhere. I revisited it a few days later, so I could share with you the most compelling part of the movie, the bill of sale and assignment and assumption agreement for acquisition of the assets of Gregarious Games! Chills.

This contract plays a key role in the closing scenes. You won’t get any spoilers here, but I will permit myself some commentary.

First, a screenshot:

The year is 2045, and we’re in Ohio. From the prose of the contract, it appears that transactional lawyers are basically the same blowhards that they are now. More specifically:

  • Worst. Layout. Ever.
  • The bill of sale assumes that the seller (Gregarious Games) and the buyer (Wade Watts) have entered into a separate contract for the sale of Gregarious Games’s assets. But the bill of sale is the only contract that’s spoken of. Something is badly amiss.
  • The date is given as “2045”. Usually one tries to be a bit more specific.
  • Take the redundancy … please: “hereby sells, conveys, assigns, and transfers”; “any and all”; “free and clear”; “liens and encumbrances”; “true and correct”; “construed in accordance with and governed by”; “suit, action, or other proceeding”.
  • We still have shall in 2045, but we also still have erratic verbs structures. For example, “The parties agree to [read shall] allocate”.
  • Oh, great, we still have represents and warrants too. And “jointly and severally” with “represent and warrant”? *hits self in face with fist*

But you know what makes all those shortcomings tolerable? The contract uses this agreement, with a small a. What a tremendous advance to have made in 27 years.

And dig that crazy seal-stamp thingy.

About the author

Ken Adams is the leading authority on how to say clearly whatever you want to say in a contract. He’s author of A Manual of Style for Contract Drafting, and he offers online and in-person training around the world. He’s also chief content officer of LegalSifter, Inc., a company that combines artificial intelligence and expertise to assist with review of contracts.