Consider this sentence: After termination, Acme will have 60 days to return to Widgetco any Confidential Information in Acme’s possession. What category of contract language should that be? Presumably obligation: No later than 60 days after termination, Acme shall return to Widgetco any Confidential Information in Acme’s possession. How about this one: After termination, Acme will have 60 days to … Read More
I take issue with the wording of the standard clauses promulgated by the various arbitration institutions. I’ve written about shortcomings in the American Arbitration Association’s standard clause (see this 2010 article), but the same problems are on display in others. That’s not surprising—most drafting is poor, so why should arbitration clauses be any different? The standard clauses are all short, … Read More
A feature of my categories-of-contract-language framework is something I used to call “passive-type policies” but in the fourth edition of MSCD (forthcoming) call “buried-actor policies.” In this 2016 post I wrote about is subject to as an example of a buried-actor policy. Here’s another: is eligible for. Consider how it’s used in this sentence: The Employee is eligible for a … Read More
The third edition of A Manual of Style for Contract Drafting is 510 pages long. Today I was surprised to be told that the fourth edition will weigh in at around 700 pages. That represents a lot of new material, particularly when you take into account that I’ve omitted chapter 20 (Drafting Corporate Resolutions). There’s no padding in the fourth … Read More
I’m just back from Kuwait, where I did a “Drafting Clearer Contracts” seminar under the auspices of the Kuwait Commercial Arbitration Center and the Commercial Law Development Program of the U.S. Department of Commerce. I thank the KCAC for their hospitality, and I thank the CLDP for being imaginative enough to think that exposing Kuwaitis to yours truly would further the … Read More
Thanks to Steven Sholk, I learned of an article by Ira P. Robbins, professor at American University’s Washington College of Law. The article is entitled “And/Or” and the Proper Use of Legal Language, and it will be published in the Maryland Law Review. (The SSRN page for the article is here.) Professor Robbins’s view is a contrarian one—that we should … Read More
Next Thursday (19 May) I have a public “Drafting Clearer Contracts” seminar in Chicago. And on the following three Thursdays I give the same seminar in Houston, Texas; St. Louis, Missouri; and Columbus, Ohio. I hope to see some of you there. I’ve been doing these seminars for ten years because they’re a great introduction to my approach to contract … Read More
[Update 13 May 2017: I should make it clear that I’m not suggesting that automated contract drafting is by itself enough to make one an informed drafter. Instead, my point is that comparing the two means of generating the bulk of contract text, automated contract drafting is a better vehicle for training than is copy-and-pasting. But by itself it’s not … Read More
Even if you’re aware of what I do, I suspect you haven’t considered whether to hire me to redo your template contracts. Allow me to make that easier by breaking down for you the factors to bear in mind. Let’s think of them as questions. What’s the first question? Well, I suggest it shouldn’t be, “Can Adams improve our templates?” Unless your … Read More
Here’s an email I received from a reader: I was interviewing for a new job 6 months ago and mentioned I am a big MSCD fan. The GC said “That is the most impressive thing you could have said.” Needless to say, I got the job. THANK YOU! I take two things from that. First, that MSCD is an established … Read More
