It’s best to understand what we mean when we say contract language is ambiguous. For linguists, text is ambiguous if it’s capable of expressing two or more inconsistent meanings. If some who read a contract provision think it means one thing and others think it means something else, that provision is ambiguous. Because ambiguity creates confusion and causes many contract … Read More
The other day I saw in a contract—in an American Institute of Architects standard contract, no less—see to plus an abstract noun. I knew it was dubious, so I tweeted about it. And because it was interesting enough, I took the next logical step and dropped it into the manuscript of the fifth edition of A Manual of Style for … Read More
I have a sweet writing process. First, write something and publish it. After a few years, realize it’s not great. Take another crack at it, think it’s OK, then decide that in fact it’s still not great. Redo it. Ask knowledgeable people to look at it. Repeat the cycle a few times. It’s annoying but also entertaining, somehow. At least … Read More
I noted with interest Vice Chancellor Glasscock’s opinion in Weinberg v. Waystar, Inc., decided today (PDF here). Here’s the language at issue: The Converted Units shall be subject to the right of repurchase (the “Call Right”) exercisable by Parent, a member of the Sponsor Group, or one of their respective Affiliates, as determined by Parent in its sole discretion, during … Read More
Five years on, I can reveal that the cross-references in the fourth edition of MSCD aren’t as accurate as I’d like. There are a lot of them—my guesstimate is over 4,500. I didn’t have time to check them all myself, so I automated each cross-reference when I created it, did spot checks, and otherwise hoped for the best. Well, some … Read More
Every once in a while, I revisit a subject I made a hash of previously. Now is one of those times. I did this 2014 post on the setoff and offset. Because of an oversight on my part, the topic never made it into MSCD. I exhumed it for the fifth edition, and in the process realized that my 2014 … Read More
I finally got my act together and published four new series of my online course Drafting Clearer Contracts: Masterclass. Here’s when each series begins: Wednesday, 3 August 2022, at 11:00 am ET Thursday, 1 September 2022, at noon ET Monday, 3 October 2022, at 11:00 am ET Tuesday, 1 November 2022, at noon ET For more information and to register, … Read More
This is from a 20 June 2022 Artificial Lawyer item entitled CLM Without Expert Legal Input Is “Quite Scary”, about how the UK-based law firm Addleshaw Goddard (AG) is helping clients implement contract-lifecycle-management (CLM) systems: The rest of this post is on the LegalSifter blog, here.
Well, friends, last night I submitted to the American Bar Association the manuscript for the fifth edition of A Manual of Style for Contract Drafting. If all goes well, it will appear sometime before the end of the year. The fifth edition is about 10% longer. I’ve revised and expanded many topics, and I’ve added new topics. Consider chapter 6 … Read More
I’ve written about consequential damages (primarily in this 2010 post and the follow-up), but I’ve been acutely aware that I’ve pointed out problems without proposing a better way to handle excluding consequential damages. That’s what I attempt with this post. Here’s a randomly selected limitation-of-liability provision: In no event shall a party have any liability to another party for any … Read More
