You all know about ambiguity; I’ve done untold dozens of posts about ambiguity; go here to see a bunch of them. Ambiguity is what gives rise to alternative possible meanings. A reader miscue is different. It’s what happens when the reader starts going down the road to ambiguity, realizes that something is amiss, and backtracks. MSCD contains a few scattered … Read More
Last year I wrote in this blog post about “elegant variation” across the contracts universe in how one says you have to keep confidential information to yourself. In the same spirit, consider these different ways of requiring that amendments be in writing: [To be effective,] Any amendment to this agreement must be in writing. An amendment of this agreement will … Read More
[Updated 19 Dec. 2021: I belatedly realized I misunderstood the holding of the English case!] Thanks to this blog post by Mark Anderson, I learned of a new English court opinion on endeavours provisions in a case before the Technology and Construction Court. O frabjous day! (Not really.) The opinion in question is CIS General Insurance Ltd v IBM United … Read More
I’ve mostly given up policing what passes for the marketplace of ideas—it’s too chaotic. But occasionally the algorithm tells me I might as well say something about something. So now, I’ll offer my thoughts on this post, entitled Canceling the Word “Shall” in Leases, Contracts and Legal Forms, on the Holland & Knight Retail and Commercial Development and Leasing Blog. … Read More
On Wednesday I was pleased to receive an email from Lissa Morris. She participated in a series of Drafting Clearer Contracts: Masterclass, and Wednesday saw the last of the eight weekly one-hour sessions in her series. Her email is below—you’ll see why I found it a tonic. In it, Lissa refers to “Team Adams.” I propose that it’s her way … Read More
LegalSifter Review uses algorithms to review draft contracts to see whether provisions addressing specific contract issues are present or missing. We call our algorithms “Sifters.” In this post, the spotlight is on the Sifter Not Relying on Statements Outside the Contract. This Sifter helps alert sellers to language it would be prudent to include in a contract to reduce the … Read More
I’ve just added four new series of Drafting Clearer Contracts: Masterclass to take us through the end of the year. Here are the five series now available: Starting Tuesday, 13 July 2021, at 8:00 am ET (US) Starting Thursday, 5 August 2021, at 11:00 am ET (US) Starting Wednesday, 8 September 2021, at 11:00 am ET (US) Starting Tuesday, 5 … Read More
I received this cry for help from Canada: I would very much appreciate your help in addressing a bit of nonsense peculiar to Canadian contracts. Like the US, Canada is a federal jurisdiction. Like the US, contract law is a matter of Provincial (or State) jurisdiction. A practice has developed in the choice of law clause in Canadian contracts, which … Read More
A few years ago I did an in-house Drafting Clearer Contracts presentation for a group that included several people who had attended one of my public presentations a couple of years previously. Here’s the gist of a brief discussion we had: Me: Why are your company’s templates still so crappy? Them: ¯\_(ツ)_/¯ For a while now I’ve … Read More
I was tempted to do an in-depth post about this EY survey, entitled The General Counsel Imperative: How Does Contracting Complexity Hide Clear Profitability? But the more I looked at it, the less I had to say about it. But this random tidbit grabbed my attention: Establish a contracting center of excellence (CoE). A dedicated team set up in a … Read More
