A longtime reader had the following to say in an email to me: I use some outside counsel that I think are stellar brief-writers. Even their first drafts are generally very good. Then I get a draft settlement agreement or agreed protective order from them and groan. Why do they write contracts so badly? The prosaic reason is that they don’t write agreements … Read More
In this post on his Law21 blog, Jordan Furlong offered his thoughts on, among other topics, how bar associations could play a greater role in developing form documents. I recommend you read it. I posted a comment; to spare some of you the labor of clicking and scrolling, here’s the part of my comment that’s most relevant to Jordan’s suggestion: … Read More
In two recent posts I considered the merits of overhauling the language of your template commercial contracts (here) and the merits of automating them (here). But it’s important to consider that those tasks apply to different parts of the process. Automation allows you to prepare first drafts faster and with greater control that is possible using the traditional copy-and-paste approach. By … Read More
Yesterday’s post (here) concerned template process; today, let’s consider content. (Template content is a function of what you say and how you say it. Instead of constituting separate topics, they have a way of blending into each other—how you say something has a disconcerting way of changing what it means.) There are two kinds of template. There are templates for … Read More
In this post on his Connecticut Employment Law Blog, Daniel Schwartz tells an odd story, one that he first saw in Wolters Kluwer’s Employment Law Daily (here). What Happened An employee of Chanel’s fashion division was terminated. As a condition to being paid severance, she was asked to sign a “separation and release agreement” that, among other things, stated that … Read More
Here’s how Wikipedia describes “learned helplessness”: Learned helplessness is the condition of a human or animal that has learned to behave helplessly, failing to respond even though there are opportunities for it to help itself by avoiding unpleasant circumstances or by gaining positive rewards. Sound familiar? When it comes to contract language, I think of learned helplessness whenever I encounter people … Read More
In this post and this post I explain why my approach to contract language doesn’t favor clarity over avoiding risk. There’s no plausible reason for anyone to spurn A Manual of Style for Contract Drafting. Nevertheless, inertia remains. Someone who attended one of my seminars made the following point in a LinkedIn message to me: I would love to be able … Read More
In this 2009 post I wrote about the respective roles of lawyers and contract-management personnel in the contract process. That’s what led a reader to send me the following: I am an attorney licensed to practice since 2009 and, since graduating law school have been working in a small, general practice law office as an associate attorney. My current position focuses … Read More
I received the following question from a reader: When working with a contract that (1) comes from the other side, (2) is not game for complete redrafting, and (3) is in legalese, not English, do you suggest trying to adopt the conventions you find there (if there are any), or do you think it’s clearer to write the changes in … Read More
Oh, hi! It’s you! Do come in. Please take a seat. Would you like some tea? Water? No? OK. Thank you for coming. I’d like to have a chat. It’s about your template contracts. It’s hard to say this gently: they’re not good. Your company is a substantial one. You do business all over the world. Your numbers have lots of … Read More
