Today I saw this sentence (emphasis added) from a confidentiality agreement: Recipient shall be liable for any unauthorized disclosure or use of Confidential Information by or related to any party to whom Recipient discloses Confidential Information, as if such disclosure or use were by Recipient itself. It’s relevant to something discussed at yesterday’s in-person Drafting Clearer Contracts presentation (more about … Read More
On Friday, I went to Manhattan to do my first in-person Drafting Clearer Contracts presentation in four years. (The photo above is from that presentation, during the lunch break.) The previous one was in March 2020, for a law firm in Lancaster, Pennsylvania. Then the pandemic hit, and I went from constantly being on the road (see this 2019 post … Read More
In this post from last November, I noted that the U.S. Solicitor General had cited A Manual of Style for Contract Drafting in their brief in a case before the U.S. Supreme Court involving a dispute over an and, Pulsifer v. U.S. Well, two days ago the other shoe dropped: in their opinion in that case (here), the U.S. Supreme … Read More
College American football and I had been total strangers. But just today, we were introduced by longtime reader Chris Lemens, who sent me a link to this Substack post about how the Big 12 Conference (a collection of college sports teams that play competitively against each other) signed deals with the University of Colorado and the University of Utah. Uh, … Read More
In chapter 3 (Categories of Contract Language) of A Manual of Style for Contract Drafting, table 3 (Language of Discretion: May) showcases 16 ways to say may with more words and less clearly. Friends, it’s time to introduce you to a 17th way. It’s in the extract in the image above: has the option to. It’s from a consulting agreement … Read More
[Updated 23 February 2024] Some people feel strongly that one shouldn’t use the article the with party-name defined terms that consist of a common noun. In other words, say Company, not the Company. Here’s what I say about that in A Manual of Style for Contract Drafting: If the defined term for a party name is a common noun, use … Read More
With my wife, Joanne, traveling, I was left to my own devices for a couple of days. The only mischief I got up to was experimenting briefly with low-calorie pizza (not to be repeated) and watching a new limited series on Prime Video, Mr. & Mrs. Smith. I found Mr. & Mrs. Smith diverting, mostly because I find Donald Glover … Read More
Yesterday, Lyft issued an outlook mistakenly projecting that its margins would increase by 500 basis points. That was quickly corrected to 50 basis points. (Go here for a Bloomberg item about that.) That mistake prompted lawyer Pat Wallen to do this LinkedIn post about it. I’ve written plenty on this topic, but given the interest generated by Pat’s post, I’ll … Read More
Yesterday, during session 3 of a private series of Drafting Clearer Contracts: Masterclass, we spent almost an hour considering, and coming up with alternatives to, suboptimal verb structures in a set of big-company standard terms. A participant then suggested it wouldn’t be feasible to engage in that sort of surgery when reviewing the endless stream of counterparty draft contracts sent … Read More
I learned more than a year ago that Microsoft would be changing the default font in Microsoft 365, and Microsoft announced the change in July 2023 (here), but the change made its way to me only yesterday: the new default font is … Aptos. Here’s what I say in the fifth edition of A Manual of Style for Contract Drafting: … Read More
