Bad Drafting Archives - Page 4 of 5 - Adams on Contract Drafting

Plenty of Room for Improvement: My Critique of IBM’s New Two-Page Cloud-Services Contract (Updated with PDFs Containing the Comments)

5 July 201529 December 2014 by Ken Adams

Via a regular source of my Twitter leads, @ronfriedmann, I learned of this article in Corporate Counsel by Sue Reisinger about how a team at IBM “earned international recognition for taking dozens of pages of complex contracts for cloud services and reducing them to a simple, two-page document.” Assuming that you get rid of the dead wood, make appropriate trade-offs, and don’t … Read More

Litigation Over the Meaning of “Pro Rata”? Don’t Be That Drafter

29 December 2014 by Ken Adams

Here’s a story told in this post on the BeLabor the Point blog: A contract between a company and a departing employee stated that the company would pay the employee “an annual salary in the amount of $56,398.68 pro rata from the Termination Date of April 1, 2013 through May 24, 2013.” The company subsequently issued the employee four checks, one every two … Read More

“Tested,” Meet “Market”

2 April 202213 October 2014 by Ken Adams

The biggest conceptual obstacle to clearer contract language is the notion of “tested” contract language—the idea that if a court offers its interpretation of confusing contract language, we’re forevermore committed to using that confusing contract language to convey that meaning. But recently I’ve heard people discussing a related concept—whether a provision is “market”. A provision is “market” if it’s so … Read More

What Distinguishes Bad Contract Drafting from Bad Writing

28 September 2014 by Ken Adams

A couple of readers sent me links to articles relating to Steven Pinker and his new book, The Sense of Style: The Thinking Person’s Guide to Writing in the 21st Century. For those who are unfamiliar with him, Steven Pinker is, I suppose, about as close as we get to a public intellectual these days. His mane of grey curls probably helps! I’m … Read More

My Categories-of-Contract-Language Analysis of a Cisco Template Contract

9 April 201516 September 2014 by Ken Adams

In this post I mentioned that I had asked my students at Notre Dame Law School to analyze the verb structures in the “SOW terms & conditions agreement” (available here) that goes with Cisco’s advanced-services statement of work. Well, I decided that some of you might find of interest my comments on how categories of contract language are handled in the first three … Read More

The Drafter’s Fear of the Missing Provision: Malaysia Airlines’ Insurance Coverage

22 July 2014 by Ken Adams

Although the way I’ve chosen to earn my living has its challenges (like any other), there’s one aspect of law-firm life that I don’t miss: the sense of panic that would come over me on realizing that I might have left something out of a draft contract or made some other drafting mistake. It could strike at any time, and … Read More

An Instance of Undue Generality in the NFL’s Collective Bargaining Agreement

17 July 2014 by Ken Adams

I was vaguely aware of news accounts of the contract travails of Jimmy Graham, a player for the American football team the New Orleans Saints. But it was only after reading this post by Megan E. Boyd (aka @LadyLegalWriter) on her blog Lady (Legal) Writer (after being told about it by Steven Sholk) did I realize that it fell within … Read More

Google’s Services Agreement? Lots of Room for Improvement

29 June 20174 March 2014 by Ken Adams

To entertain myself during my recent travels, I retrieved from the SEC’s EDGAR system a Google services agreement and proceeded to annotate it to show its contract-usage shortcomings. (As is usual with such reviews, I didn’t analyze the deal points.) Why Google? Because I’d heard on occasion that Google’s contracts are OK. On finishing my review, I thought that if … Read More

You Don’t Want to Make This Kind of Mistake in a Contract Formula

20 January 2014 by Ken Adams

If there’s anything worse than drafting confusing contract language, it’s making a mistake that results in a provision conveying a meaning that puts your client in a deep, expensive hole. That came to mind last week, while I was in Montreal for a public “Drafting Clearer Contracts” seminar. I had the opportunity to get together with Kevin Kyte, a partner at … Read More

The President of Alabama State University Signs an Awkwardly Worded Contract

13 January 201413 January 2014 by Ken Adams

Via @BrianStewartOH I learned of this article in the Washington Post about a contract between Alabama State University and its new president. The contract contains the following provision: For so long as Dr. Boyd is President and a single person, she shall not be allowed to cohabitate in the President’s residence with any person with whom she has a romantic relation. … Read More

Bad Drafting

The voice that matters.