Recently I saw this tweet by @strowhiro: Hey, #lawtwitter. Contracts with a defined terms section AND other terms defined throughout: fine or sloppy? — Michelle Strowhiro (@strowhiro) October 19, 2022 It’s a great question, but I thought that the odds of getting clear answer on Twitter were slim, even with 164 people taking a shot at it. To my knowledge, … Read More
Last week I noticed Will EY Law Change The Legal Delivery Paradigm?, by Mark Cohen. It’s about EY, the multinational professional services partnership. Here are the first two paragraphs: EY’s leadership recently green lighted a major restructuring, ending months of heated speculation. The plan has two key prongs: (1) EY’s audit and advisory businesses will split; and (2) the advisory business will … Read More
I’ve been wading through the page proofs of MSCD5. I’m devoting more time to this part of the process than I have with previous editions. I’ve even spotted a few glitches that had slipped into the fourth edition. So things are looking good for MSCD5. But I’ve found myself assessing how I relate to my work. I’m intimately familiar with … Read More
The other day I saw this in a confidentiality agreement: You could express the same concept using efforts: The Recipient shall use reasonable efforts to prevent disclosure or use of Confidential Information other than as authorized in this agreement. Or you could express it using neither degree of care nor efforts: The Recipient shall take precautions to prevent disclosure or … Read More
One of many additions to the fifth edition of A Manual of Style for Contract Drafting is an expanded discussion of including. “Great,” I hear you say, deadpan. “Swell.” I assure the jaded among you that this new section is in fact particularly interesting, but that’s not what this post is about. Instead, I want to bring to your attention … Read More
In calling this post The Myth of the Lone Pizza Genius, I’m not suggesting that such a myth is widely held. Instead, it’s just a notion that casually lodged itself in my mind. In addition to baking pizza, I’ve had the opportunity to visit three noted pizza joints. In 2017, I dropped by Anthony Mangieri’s restaurant Una Pizza Napolitana, when … Read More
Periodically, I proclaim how getting rid of the copy-and-paste system for drafting contracts will require change at the wholesale level. In other words, it will require a new system that offers a compelling alternative to copy-and-paste. I wrote about that a couple of weeks ago, in this post. But I don’t mean to give short shrift to change at the … Read More
In this post I consider how, with help, I’ve gone about improving the prose of A Manual of Style for Contract Drafting. It so happens that this week I had occasion to address a single fix among the many. In this post on LinkedIn, MSCD reader Steven Mirsky says he was baffled by the word allonge and was gratified to … Read More
“Confirmation bias” is a term for the tendency to interpret new evidence as confirming your existing beliefs or theories. The notion is expressed in the old saw that if all you have is a hammer, everything looks like a nail. My hammer is that it’s important to get right what you say in a contract and how you say it, … Read More
Last year the head of a government department that handles procurement had a dozen people on his team take my online course Drafting Clearer Contracts: Masterclass. Yesterday I asked him how it had gone. Here’s the most relevant part of what he had to say: “What I heard from most attendees is that they didn’t find your course useful in … Read More
