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
I noted with interest this post on LinkedIn by Scott Simmons, a business-development coach. Scott kicks the post off by saying, “We need to talk about perfect. The legal profession has a problem with perfectionism.” But Scott’s post isn’t actually about perfectionism. Instead, it’s about lawyers being bad at “dealing with mistakes or setbacks.” You don’t have to be a … Read More
I’ve been saying this for a while, as an aside in various writings, but I might as well shout it from the rooftops: You cannot be an informed consumer (or producer) of contract language without consulting A Manual of Style for Contract Drafting. That’s because MSCD is the only work that offers a comprehensive set of guidelines for the building … Read More
I plucked from the SEC’s EDGAR system, largely at random, an asset purchase agreement filed earlier this month. It was drafted by a big law firm [updated 11 January 2025: the firm in question is Allen & Overy], and it contained, along with the usual dysfunction, some glitches that caught my eye. In particular, here are the different efforts (and … Read More
Yesterday I encountered this LinkedIn post about “canons of construction.” (I call them “principles of interpretation.”) The post begins as follows: Tip for law students and newer attorneys: Familiarize yourself with the rules of contract interpretation (often called “canons”), if, like me, you didn’t learn them in law school. Courts rely on these default rules to interpret contracts and statutes. … Read More
I noticed that another legacy-media holdover, Scientific American, has devoted an article (here) to that recent study on lawyer attitudes to contracts legalese. In this recent post, I explain how that study is misleading. But that’s not what this post is about. Instead, in passing I noticed this in the Scientific American article: Jeremy Telman, a law professor at the … Read More
In this March 2022 post, I examined an article by Eric Martinez, Frank Mollica, and Edward Gibson about their study showing that contracts are poorly written. I said that this article tells us nothing we don’t already know. The same authors are now back with another article, this one entitled Even Lawyers Do Not Like Legalese (here), published in the … 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
Although no one publicly challenges my recommendations (see this 2018 blog post), I’ve occasionally encountered, in writing and in private exchanges with lawyers and law-school faculty, general arguments for sticking with traditional contract language. Here’s my taxonomy of those arguments. Claiming That Traditional Contract Language “Works” One such argument is that traditional contract language “works.” (See for example this 2017 … Read More
