25+ years into this contract-language racket, I asked myself, What’s up with intends to? I intend to answer that question in this post. Let’s start with an example of intends to: PetVivo intends to utilize any proceeds from this offering promptly upon receipt from investors, regardless of the actual number of Units that are sold in this offering. A New … Read More
I’ve collected a handful of dual verb structures, all of which are bogus. Go here for those blog posts. Here, after a years-long gap, is another one: intend to X and shall X. Here’s an example: The Parties intend to report and, except to the extent otherwise required by Law, shall report, for federal income tax purposes, the Mergers as … Read More
See the accompanying screenshot? It features unhelpful use of enumerated clauses. MSCD recommends using enumerated clauses when you have introductory language followed by a series of parallel clauses and those parallel clauses are long enough, or there are enough of them, that the reader would appreciate having them enumerated, so it’s easier for the reader to distinguish where one clause … Read More
Hot on the heels of my post on material efforts, here are two contract extracts that feature the phrase unreasonable efforts. The first (immediately below) is redundantly tacked on to a reasonable efforts obligation. And generally, using a reasonable efforts standard is more efficient than deploying the double negative involved in expressing that someone doesn’t have to do something unreasonable. … Read More
I think it was in 2024 that I first encountered someone asking AI to revise contract language to reflect the guidelines in A Manual of Style for Contract Drafting. (See this blog post.) Well, I’m hearing that increasingly often. Three examples: My first example is the screenshot below of a March 2026 exchange of comments on LinkedIn. (Hi Joseph!) It … Read More
Excuse me for interrupting the nonstop fixation on AI, but I feel compelled to report another front in the efforts wars. It took me 20+ years to get around to it, but on a whim I searched on EDGAR for obligations to use material efforts. They don’t occur much, but it’s a thing. Here are five examples: I’m particularly fond … Read More
Are you familiar with Eugene Healy? He’s a “brand strategy consultant.” His short videos on trends in branding somehow manage to be relevant to contracts. Although I’m sure most of his readers are found elsewhere, he deigns to post on LinkedIn. This post is about how “It’s time to stop blaming AI for slop. It’s everywhere in modern life.” That’s … Read More
This week, I gave a presentation to the European Legal English Teachers’ Association (EULETA). Here is what was my last slide (well, apart from the slide with the discount code for MSCD): I stand by it, but with one important edit: I’d delete the word “only” in the second bullet-point. This presentation came on the heels of two important articles … Read More
Yesterday, Business Law Today, the publication of the ABA Business Law Section, published my article Fixing the Problem That Is “Agreement and Plan of Merger”. I recognized years ago that agreement and plan of merger was … problematic, but it was only while writing my recent critique of the Norfolk Southern merger agreement (go here for the related article in … Read More
My first post on this blog was 20 years ago today. I think that’s worth noting, but I’m not going to get sentimental about it. For two reasons. First, this blog is in the flood-plain phase of its journey. My subject—how to say clearly and concisely whatever you want to say in a contract—is finite. I’ve had less to say … Read More
