As I mentioned in this post, this coming Friday, August 10th, from 2:30PM to 4:30PM, Dick Wydick, Bryan Garner, and I will be speaking at the ABA annual meeting in San Francisco. The topic is “How to Write Better Business Documents.” Some promotional materials gave as the title of this session “The Art of Persuasive Brief Writing in Commercial Litigation.” … Read More
[Revised August 8, 2007] I’ve previously blogged about how drafters often refer to a given set, then refer to subsets that compose all or part of that set, even though there’s no question as to the boundaries of that set. I’ve decided to call this phenomenon “needless elaboration.” It’s like saying “I don’t eat fish, whether fresh-water or salt-water.” Simply … Read More
I just read “The Billable Hour Must Die,” an article by Scott Turow in the August 2007 issue of the ABA Journal. The following paragraph caught my eye: The people writing contracts were, in my youthful view, not much different from consultants. Although I have learned to love and appreciate hundreds of transactional lawyers in the years since, I notice, … Read More
I bring glad tidings: This fall I’ll be doing my “Contract Drafting—Language and Layout” seminar in the following cities: September 26, Washington, D.C. October 17, Minneapolis November 15, San Francisco December 5, Miami Click here to see the brochure. West Legalworks and I are pleased with how the seminars are going, so you can expect them to become a fixture … Read More
I’m reconciled to the fact that every so often I’ll change my mind on some issue and thereby render obsolete some portion of my writings. In this article and in MSCD 7.34, I propose a definition of reasonable efforts that you might want to use in sensitive contexts. Well, in the course of reviewing for the umpteenth time my manuscript … Read More
In this post I discussed language to use when incorporating into a contract terms stated in an ancillary document—including a web page—that isn’t attached to the contract. I subsequently invented the term “virtual attachment” to describe any such ancillary document. (If you can think of a better term, I’d be delighted to hear it.) One issue I didn’t discuss in … Read More
I’m contemplating writing an article or blog post about law firms using “practice support lawyers” (also referred to as “staff attorneys”) to draft contracts. If you’re a practice support lawyer in the U.S., the U.K., or elsewhere and would be interested in discussing this topic with me, please contact me. I wouldn’t use your name, or that of your firm, … Read More
It’s commonplace for contracts to impose on a party a duty to take a particular action even though that action has no nexus with the one or more other parties. Here’s an example: Each party shall pay all expenses that it incurs in connection with the transaction contemplated by this agreement. But if you think about, Acme doesn’t really care … Read More
In this September 2006 blog post I examined the phrase form and substance, as in “an opinion of counsel in form and substance satisfactory to the Buyer.” That phrase, along with the variant form and content, is found in language of obligation requiring the parties to enter into a given contract or requiring one or more parties to deliver a … Read More
Let’s tour the universe of alternative defined terms. Alternative Defined Terms for Party Names In MSCD 2.40 I note that drafters sometimes give alternative defined terms for a party name (as in “Acme” or the “Company”). Doing so serves no purpose and inflicts on the reader the burden of remembering that Acme and the Company are one and the same. … Read More
