In this May 2007 post I wrote about the signature-automation tool EchoSign. And my ACC Docket article with Brian Quinn mentions DocuSign.
Well, there are other fish in that particular sea. I noticed that The Connected Lawyer—always a source of interesting information—recently posted about one of them, ConXPoint.
Another is Sertifi. I’ve corresponded with John Stojka, a […]
One frustrating aspect of my self-appointed role as freewheeling contract-drafting guy is that I’m not involved, day in and day out, in drafting contracts. As a result, I don’t have occasion to gain hands-on experience with the nifty information-technology tools that are now available to help the drafter.
I wrote about a bunch of them in […]
Most of what I do addresses how to express clearly and efficiently whatever you want to express in a contract. But that only goes so far, because no amount of clarity will help you if you simply mishandle an important substantive issue.
This story in the ABA provides a reminder of that. A Texas law firm […]
A few months ago someone at a public company mentioned to me that her department was about to embark on a redraft of their templates. I was familiar with the subject matter, so I knew that the templates must be complex.
I recently checked in with her to see how the process was going. In her […]
The December 10, 2007 issue of The New Yorker contains a fascinating article entitled “The Checklist.” It’s by Atul Gawande, a surgeon who’s also a staff writer at The New Yorker.
The article discusses how using checklists—a process pioneered by a critical-care specialist named Peter Pronovost—significantly improves the consistency of the extremely complex care administered in […]
A reader brought to my attention a recent post on the blog of Mike Dillon, general counsel of Sun Microsystems. It describes how Mike had Sun’s form of contributor agreement revised after someone complained that it was too wordy and complicated. As Mike explains, contributor agreements are used by most open-source companies and communities to […]
I’m back from another foray to Toronto, for a seminar at Osgoode Professional Development and another at a law firm. (Greetings, Toronto newcomers to this blog!)
Although there’s always room for improvement, both seminars went well. But I’ve come to expect that occasionally amid the favorable evaluations will be one by a seriously unhappy participant. And […]
Each semester that I teach, I inflict a series of drafting assignments on students in my Penn Law contract drafting class. This semester, the final assignment—the grand climax!—consisted of redrafting the first five pages of a master services agreement submitted to me by a major financial-services company in response to this invitation I posted on […]
The December 2007 issue of the ACC Docket, the magazine of the Association of Corporate Counsel, contains the article “Transitioning Your Contract Process from the Artistic to the Industrial,” by Brian Quinn and yours truly. It provides an overview of issues that companies face in controlling the contract process and discusses some useful tools that […]
Earlier this week I received the following email from a reader:
Could you please do a post about your thoughts on enforcing contracts that use faxes or pdf scans as the only proof of the other party’s acceptance? People seem very reluctant to send ink-on-paper originals these days. The Uniform Electronic Transactions Act (adopted in almost […]
A new document-sharing site, docstoc, has just opened to the public. Its slogan is “Find and share professional documents.”
Here’s one of the FAQs:
What is docstoc?
docstoc is a user generated community for sharing professional documents. Find a vast quantity of high quality legal, business, technology, educational, and creative documents for free. docstoc allows users to […]
As I was packing up after a recent in-house seminar, one of the participants—I’ll call him Sam—came up to me to discuss a point I had made.
I had said that the phrase indemnify and hold harmless is pernicious, in that it invites litigators and judges to find nuances of meaning where most likely none had […]
The Times of London has published the first of six excerpts of Richard Susskind’s new book, “The End of Lawyers.” (Click here to go to the excerpt.) The book will be coming out in May 2008.
Susskind is a well-known English commentator on law and technology. I’ve previously had occasion to mention him, namely in this […]
I’ll be in Chicago October 28–31, attending the annual meeting of the ACC (the Association of Corporate Counsel). And I’ll be attending as part of the DealBuilder team.
DealBuilder is the leading logic-based document-assembly software. It’s developed by Business Integrity, a company with an impressive roster of clients.
I’ve long said that only by embracing document assembly […]
I’ve occasionally worked on transactions involving parties who plan on engaging in discrete projects from time to time. Generally these transactions have been structured so that one contract governs unchanging aspects of the relationship—perhaps payment, delivery, dispute resolution, and plenty of other matters—and a separate contract governs each project and specifies what needs to be […]
I recently spoke with a large company that was preparing to drastically reduce the number of template contracts that its lawyers and business people had to work with. The process was going to involve close review of its current templates, of which there were dozens. That seemed like a daunting prospect. Around the same time, […]
Yesterday I encountered an article that discusses why Sarbanes-Oxley should be of concern to anyone who’s responsible for a public company’s contracts. There are doubtless other works on this subject, but I’m cheerfully unaware of them. Here’s the citation: Colin P.A. Jones, Sarbanes-Oxley and the Inch-Thick Contract, 5 Richmond Journal of Law and Business 1 […]
I’ve intermittently pondered what to call the contracts one copies, in whole or in part, when drafting a new contract.
Contracts Prepared for Use in Future Transactions
First, consider those contracts that are prepared for use in future transactions and so contain blanks, placeholders, and perhaps suitable annotations. What should they be called?
Did you say “forms”? I’m […]
I recently encountered this article about drafting a mediation settlement agreement.
The fact that it was published by the Section of Litigation of the ABA reminded me that many litigators apparently dabble in contract drafting in order to draft settlement agreements. I find that a slightly scary notion, as the technical nature of contract drafting wouldn’t […]
A reader alerted me to this post on Above the Law. It’s about a letter that a Big Law corporate associate sent to his firm explaining exactly why he was pleased to be leaving the profession.
Here’s the pertinent bit:
I do not enjoy the practice of law. At all. I find it extremely tedious and stressful. […]
In this December 2006 post I discussed ways of retrieving contracts that have been filed on the U.S. Securities and Exchange Commission’s EDGAR system. In a comment I mentioned an additional source, RealDealDocs, but noted that I hadn’t kicked their tires.
Well, I still haven’t, because I’m happy doing my own searches (for free) on Lexis. […]
In this post I discussed language to use when incorporating into a contract terms stated in an ancillary document—including a web page—that isn’t attached to the contract. I subsequently invented the term “virtual attachment” to describe any such ancillary document. (If you can think of a better term, I’d be delighted to hear it.)
One issue […]
In the past few months I’ve been introduced to some impressive information-technology tools. (Click here, here, here, and here to see the related posts.) My introduction to Litera IDS has been particularly memorable, given its functionality, the need it aims to meet, the lack of any real competition, and the fact that I had no […]
In this September 2006 blog post I examined the phrase form and substance, as in “an opinion of counsel in form and substance satisfactory to the Buyer.” That phrase, along with the variant form and content, is found in language of obligation requiring the parties to enter into a given contract or requiring one or […]
I’ve long been familiar with two big names in logic-driven document assembly, namely HotDocs, by LexisNexis, and DealBuilder, by Business Integrity. But over the past year I’ve increasingly heard another name mentioned, namely Exari. It’s the name of both a company and its product; the company is based in Australia. A few months ago I […]
Eric Goldman—he of the Technology & Marketing Law Blog and Goldman’s Observations Blog—recently told me about an interesting case, EEOC v. Regal-Beloit Corporation, 2007 U.S. Dist. LEXIS 31818 (W.D. Wis. May 1, 2007). (Click here for a copy.) It relates to what can happen when you say to the other side in a transaction that […]
One unfortunate aspect of my life as a drafting ronin is that my workload is so utterly varied and unpredictable that I’m not able to use most of the information-technology tools that promise to brighten the life of the contract drafter. I’ve remained outside the candy store, with my nose pressed against the window.
In particular, […]
In my recent article on using wikis in the contract-drafting process, I suggested that a simpler way to capture the collarborative aspect of wikis without any of the anarchy would be to use an online-collaboration tool such as Google Docs.
So today I noted with interest an article in Legal Technology entitled “Time for Lawyers to […]
I’ve recently been thumbing through Translating Law, by Deborah Cao, associate professor at the School of Language and Linguistics, Griffith University, Queensland, Australia.
It appears to be a useful resource for those who find themselves translating legal documents. I would have thought that they need all the help they can get.
In particular, I don’t envy anyone […]
Each law firm where I worked doubtless had a written records-retention policy, but I was blissfully unaware of it. Instead, I and at least some of my colleagues did whatever we thought appropriate. In that regard, the one question that seemed to crop up quite often was whether after a deal closes one should retain […]
For this first post in an occasional series about contract lifecycle management (for more background, see this introductory post), Ashif Mawji, president of Upside Software Inc., was kind enough to take the time to speak with me.
Q: Ashif, your contract lifecycle management (CLM) product is UpsideContract, which is now in Version 5. In a nutshell, […]
My interest in contract language is largely a function of my interest in process. In particular, readers of this blog will be familiar with my interest in document assembly.
An industry has built up around helping companies manage all aspects of the contract process; the discipline is referred to as “contract lifecycle management,” or CLM. (As […]
Last year the New York Law Journal published my article “Copyright and the Contract Drafter.” I’d now like to revisit who owns copyright in a contract, outside counsel or the client.
To set the scene, here’s an extract of my article:
A client asks its law firm to draft a form of agreement for a new kind […]
IACCM’s email updates are a reliable source of interesting leads, and the April update was no exception, in that it mentioned EchoSign, a company that offers a “signature automation solution” of the same name.
Here’s how EchoSign (the product) works: You email a contract for signature through EchoSign. EchoSign automatically adds a machine-readable fax cover sheet […]
A few days ago, in a comment to my post on justified text, reader j-lon had, in part, this to say:
Actually, a lot of stuff in your book is [a tough sell to people sometimes]. Much of it makes sense to me, and I agree with it. But I also spent a number of years […]
Because so much litigation has its roots in deficient drafting, I keep half an eye on new case law, and I can be counted on to leap on anything that has a bearing one of my pet subjects. But I suspect that most cases that arise out of poorly drafted contracts don’t involve hot-button drafting […]
One of the pleasures of contract drafting is that the parties are as a general matter left to their own devices. Of course you have to structure any given transaction in a way that takes into account legal, tax, regulatory, or other considerations, but as a rule how you do that is up to you.
But […]
Today’s issue of the New York Law Journal contains, in the “GC New York” section, my second bi-monthly “Contract Drafting” column.
Entitled “Sending Contracts Offshore,” this column explores the possible benefits to U.S. companies of having their contract-related work performed outside the U.S. It also discusses factors to bear in mind when deciding whether to have […]
In this post, Rees Morrision of the Law Department Management blog notes how some law firms are helping law departments implement document-assembly initiatives.
I’m glad to see that document assembly is gaining ground. But given the questionable quality of mainstream contract drafting at even the biggest law firms, I suspect that such arrangements are susceptible to […]
On April 11–13, the American chapter of the International Association for Contract and Commercial Management (IACCM to its friends) will be holding in New Orleans its “5th Annual Forum on Commitment Management: Shaping Change and Driving Value Through Lean Contracting.” (Click here for more information.)
IACCM is an organization geared to the needs of contract-management personnel. […]
When you revise a draft contract, you want to be able to show the changes. You can do that using Word’s “Track Changes” feature, or you can use dedicated redlining software such as DeltaView or ChangePro. I haven’t yet looked at this area closely, so I’m happy to be able to steer you towards this […]
A recent post on the Exari document assembly blog suggests that document assembly is increasingly being used to generate business contracts. (Thanks to Dennis Kennedy for the lead.)
By the way, Exari is, in their words, “an enterprise document assembly system that sets the standard for contract authoring and complex document production.”
Consider the following quotation:
“We see partners who are doing the same work they did as associates,” he says. “If they’ve been promoted, why should they still be writing contracts?”
It’s from this article in Corporate Counsel about how law departments are increasingly requiring outside counsel to implement technology. It was uttered by the director of information […]
I just learned a new term—”sticky contracts.” It refers to the tendency of drafters to stick with a given form contract, even if it contains suboptimal provisions. Gordon Smith has a post on the subject at the Conglomerate blog.
Gordon discusses some possible causes of stickiness. As I suggested in a comment to his post, I’d […]
Today’s issue of the New York Law Journal contains my first bi-monthly “Contract Drafting” column. It’s in the inaugural issue of a new monthly section, “GC New York.” (Click here to go to a copy of the column on the “GC New York” website; in the future, you may need to register. You may find […]
Reader David Munn recently wrote this item regarding an interview in which Tim Cummins of the International Association for Contract and Commercial Management asked the heads of Legal and Audit at Scottish & Newcastle, one of the world’s largest brewers, about their contract simplification program, called Pathclear. Click here to go IACCM’s web page about […]
If you want to know more about what’s involved in adding an electronic signature to a contract, I suggest that you look at this post by Dennis Kennedy. In addition to links to some useful background information, it includes a link to a post by Adobe’s Rick Bornstein on creating and using signature stamps in […]
From Imke Ratschko’s useful New York Small Business Law blog I learned about an article in Legal Technology entitled Looking Outside the Firm for On-Point Work Product. It’s by Justin Hectus, Director of Information at Keesal, Young & Logan, a 75-lawyer California law firm.
In this article, the author discusses the value of retrieving, and using […]
“Are You Wasting Time Drafting?” is the headline of an advertisement that the American Institute of Architects placed in the December 2006 issue of the ABA Journal.
This ad touts the benefits of the AIA’s Contract Documents software, which was updated in November 2006. Contract Documents is a comprehensive Microsoft Word-based document-assembly program for preparing contracts […]
I recently noticed that MSCD is mentioned in a report on an ABA model agreement.
More specifically, 61 Business Lawyer 1197, published in May 2006, contains a report on the model limited liability company membership interest redemption agreement prepared by the Limited Liability Company Subcommittee of the Committee on Partnerships and Unincorporated Business Organizations, Section of […]
Hyatt Regency Phoenix
Westin Oaks Houston
Crowne Plaza Orlando
Omni Richmond Hotel
The Union League of Philadelphia
Cobb Galleria Centre
Millennium Hotel
Embassy Suites Portland Downtown
