A few books on contract drafting have been published in the last couple of years:
Butt, Peter & Castle, Richard, Modern Legal Drafting: A Guide to Using Clearer Language (2d ed. 2006).
Darmstadter, Howard, Hereof, Thereof, and Everywhereof (2d ed. 2008).
Haggard, Thomas R., and Kuney, George W., Legal Drafting in a Nutshell (3d ed. 2007).
Kuney, George W., […]
I’m going over one of my contract redrafts. Here’s how I introduced a set of autonomous definitions:
For purposes of this agreement, the following terms have the following meanings:
You see this language, or some variation, in innumerable contracts. I’m not crazy about the way it groups the definitions, thereby leaving open the possibility that one defined […]
What’s wrong with this picture:
“Subsidiary” includes only any company in which the applicable entity, directly or indirectly, has a beneficial ownership interest of greater than 50 percent.
Well, includes only equates to means— what includes gives, only takes away. So use instead means.
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, […]
The opinion in Johnson & Johnson v. Guidant Corp. (the case I discuss in my post “‘Willful’—It’s Ambiguous”) contains the following statement:
The relevant language in the no-solicitation clause defines the term “Representatives,” with some circularity, as “any investment banker, financial advisor, attorney, accountant or other advisor, agent or representative.”
This reflects a common misconception. In fact, […]
Today the Canadian Radio-television and Telecommunications Commission released a decision in the famous “comma case.” Click here for a copy of the decision. (You may recall that I acted as expert for Rogers Communications Inc. in this dispute; click here for my most recent post on this dispute.)
This time the Commission sided with Rogers. This […]
Today’s issue of the New York Law Journal contains my article “Wordsmithing.” Click here for a pdf reprint; it’s also available on the GC New York website (free registration required).
Regular readers of this blog will recognize the recent cases I refer to. And the article contains “before” and “after” versions of a contract extract. For […]
I recommend that you give serious thought to never using it being understood.
In the vast majority of instances, it being understood is equivalent to it is agreed. (Indeed, often enough the phrase used is it being understood and agreed.) When used in this sense, it being understood adds nothing, seeing as the contract lead-in states […]
At the ABA Section of Business Law annual meeting, which this year is being held in San Francisco, I’ll be on the panel for a program entitled “How to Write Better Business Documents.” It’s being sponsored by Business Law Today and will be held on Friday, August 10th, from 2:30PM to 4:30PM. I’ll be speaking […]
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, […]
The latest addition to the American Bar Association’s series of “ABA Book Briefs” podcasts is an interview with yours truly. In it, I talk for ten minutes about MSCD and some current issues in contract drafting. Click here to listen to it.
Regular readers of this blog will find that the podcast doesn’t contain any earth-shattering […]
My New York “Contract Drafting—Language and Layout” seminar took place yesterday. I haven’t yet reviewed the evaluations, but the participants appeared to have found it very useful. For my part, I enjoyed myself—giving a seminar is a good antidote to staring at the computer screen. And I remembered to mute the wireless microphone during the […]
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