Last week I saw this in a contract: Subcontracting. Acme may engage employees, independent contractors, consultants, or other persons or entities (collectively, “Assistants”) to aid Acme in performing Acme’s obligations under this Agreement, so long as those Assistants abide by the terms of this Agreement, specifically Section 7 (Confidentiality) and, if required under HIPAA, the HITECH Act, or any other … Read More
I’ve just scheduled a new public Drafting Clearer Contracts presentation. It consists of two three-hour sessions on 10 and 11 June 2024 (Monday and Tuesday), starting at 11:00 a.m. Eastern Time (US and Canada). (Well, it’s actually three hours and ten minutes, if you take into account a ten-minute break!) This presentation serves as an introduction to A Manual of … Read More
On Friday, I went to Manhattan to do my first in-person Drafting Clearer Contracts presentation in four years. (The photo above is from that presentation, during the lunch break.) The previous one was in March 2020, for a law firm in Lancaster, Pennsylvania. Then the pandemic hit, and I went from constantly being on the road (see this 2019 post … Read More
In this post from last November, I noted that the U.S. Solicitor General had cited A Manual of Style for Contract Drafting in their brief in a case before the U.S. Supreme Court involving a dispute over an and, Pulsifer v. U.S. Well, two days ago the other shoe dropped: in their opinion in that case (here), the U.S. Supreme … Read More
College American football and I had been total strangers. But just today, we were introduced by longtime reader Chris Lemens, who sent me a link to this Substack post about how the Big 12 Conference (a collection of college sports teams that play competitively against each other) signed deals with the University of Colorado and the University of Utah. Uh, … Read More
In chapter 3 (Categories of Contract Language) of A Manual of Style for Contract Drafting, table 3 (Language of Discretion: May) showcases 16 ways to say may with more words and less clearly. Friends, it’s time to introduce you to a 17th way. It’s in the extract in the image above: has the option to. It’s from a consulting agreement … Read More
With my wife, Joanne, traveling, I was left to my own devices for a couple of days. The only mischief I got up to was experimenting briefly with low-calorie pizza (not to be repeated) and watching a new limited series on Prime Video, Mr. & Mrs. Smith. I found Mr. & Mrs. Smith diverting, mostly because I find Donald Glover … Read More
Yesterday, Lyft issued an outlook mistakenly projecting that its margins would increase by 500 basis points. That was quickly corrected to 50 basis points. (Go here for a Bloomberg item about that.) That mistake prompted lawyer Pat Wallen to do this LinkedIn post about it. I’ve written plenty on this topic, but given the interest generated by Pat’s post, I’ll … Read More
Yesterday, during session 3 of a private series of Drafting Clearer Contracts: Masterclass, we spent almost an hour considering, and coming up with alternatives to, suboptimal verb structures in a set of big-company standard terms. A participant then suggested it wouldn’t be feasible to engage in that sort of surgery when reviewing the endless stream of counterparty draft contracts sent … Read More
I’m doing a private series of Drafting Clearer Contracts: Masterclass for a group from a global company. We’re three-quarters of the way through, so last week I checked in with my contact at the company to see how they were faring. Here’s what he said in his email back: I solicited input from a couple of folks, in particular those … Read More
