I belatedly noticed that Glenn West has written another Business Law Today article. This one is entitled On the Meaning of “Material”. In it, he cites my 2023 law review article The Word Material Is Ambiguous in Contracts, Why That’s a Problem, and How to Fix It. It’s nice that someone noticed it! 🙂 Here are a couple of thoughts … Read More
When I try to make sense of a big new topic, usually I ask myself, What’s the taxonomy? What’s a sensible way to divide the pie? That’s what I did with the sources of uncertain meaning in contract language. A Manual of Style for Contract Drafting contains my most up-to-date take on that taxonomy, but this 2016 article covers the … Read More
On the Road Again Last week I traveled to Helsinki to do a Drafting Clearer Contracts presentation for a Finnish company. This was my first in-person presentation outside the United States since late 2019, when I did a memorable presentation in Seoul that I describe in this blog post. That was the culmination of several years of traveling the world … Read More
Gaining control over your contract verb structures requires that you be familiar with “throat-clearing.” What’s throat-clearing? It’s when a drafter sticks a redundant verb structure at the beginning of a sentence. As my gift to you, here’s part of the MSCD section on throat-clearing. The reason for this post is that recently I realized you can have throat-clearing that uses … Read More
You can state numbers as numbers: We ate 25 pizzas! Or you can make numbers do specialized work by grafting on to them a symbol (or, if you insist, a word) so you can state an amount of money: The pizzas cost us $536! Or to the same effect, you can state a percentage: Laquana ate 45% more pizza than … Read More
Somehow, I now find myself articulating for the first time concepts I’ve relied on since forever. Today’s concept is “semantics hygiene”. That’s my term for getting in the habit of expressing yourself clearly in contracts, even if in a given context little or nothing is at stake. The term “semantics hygiene” is brand new. I first used it a couple … Read More
I’ve been presented with a choice between three alternative versions of a boilerplate provision. They’re shown in the image above. Using my categories-of-contract-language lingo, the first version uses language of obligation to express a condition. The second expresses a condition by using a conditional clause; because it uses the subordinator “if”, it focuses on the positive. It includes “only”—without it, … Read More
You cannot be an informed consumer (or producer) of contract language without consulting A Manual of Style for Contract Drafting. (See this 2024 blog post.) So doesn’t it follow that to be an informed consumer of contract language, all that’s required is that you get yourself of copy of MSCD? Well, no. For one thing, you have to apply yourself. Contracts … Read More
Apparently Emily Dickinson said, somewhere, “If you take care of the small things, the big things take care of themselves.” That sounds comforting, but it seems like a recipe for unexpectedly being steamrollered while you’re taking care of the small things. Here’s a more reliable but downbeat alternative, said by me, right here: “If you mess up the small things, … Read More
The Notion of “Tested” Contract Language LinkedIn is the place where dead ideas go to be endlessly reborn from their ashes, like a phoenix. One such idea is the notion that it’s risky to abandon the legalese featured in contracts, because courts have told us what those words and phrases mean. My first blog post about this notion of “tested” … Read More
