Adams Contacts Consulting LLC

Adams Contracts Consulting LLC helps companies around the world develop clear and effective template contracts. We also help companies automate their templates, so you create contracts by answering an annotated online questionnaire. As a result, companies save time and money and reduce their risk. The foundation of our work is the expertise developed by our president, Ken Adams, who is acknowledged internationally as the leading authority on contract language.

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Recently I unexpectedly found myself unleashing a small flurry of polemic. There was this post about traditionalists challenging my changing promises to pay to shall pay in promissory notes, but what’s on my mind now is this post critiquing an article published by the International Association for Contract and Commercial Management (IACCM). That post prompted this LinkedIn post by Sally Guyer, Global CEO at IACCM. That in turn prompted a comment by me,…
Go here for my podcast with Casey Flaherty, director of legal project management at Baker McKenzie. As the blurb says: Ken and Casey have a freewheeling conversation about what’s involved in getting lawyers to do stuff differently. (Well, Casey does the freewheeling part, with his usual aplomb.) For some background reading, see this 2018 blog post in which Casey ruminates on the contract-drafting process. Casey’s name appears on this blog sporadically. For example, something he wrote…
Unless you’re unlucky enough to be riding the copy-and-paste train, contract drafting involves making choices. Lots of them. When I redo a company’s template, it can feel like I’m in a slow-motion version of a first-shooter video game, facing in not-so-quick succession an endless barrage of decisions. I addressed just one such decision in a recent tweet: Anyone want to give me one good reason why I should say “promises to pay” in a promissory…
The image above is from a hotel agreement I examined as part of my LegalSifter duties. It caused me to wonder how people go about making final changes to the signature copy of a contract. What are the alternatives, apart from marking changes by hand? It’s been forever since I last did a deal, so I have no idea. Specifically, how were the markings in that hotel agreement made?…
I noticed this article published by IACCM. It’s  entitled Why Are Agreements So Hard to Understand?, and it’s by Kristian Foss, a partner in a Norwegian law firm. It prompted the following thoughts: Contracts aren’t easy to understand? No surprise there. Sure, traditional contract drafting is dreadful, but the awkward fact is that transactions tend to be complicated. “Easy” is often an illusion; I’ll take “clear” instead. For my blog post about that, go to…
Over the course of a year I did consulting work for U.S. Bank. The person who engineered that was Betsy Clarke, VP and corporate lawyer. Here’s what I had to say about Betsy on LinkedIn: I worked closely with Betsy on consulting projects. I found her unfailing positive and unflappable. She was determined to improve her organization’s contracts, understands commercial contracts thoroughly, and has a modern, practical approach. She was a pleasure to work…
If a satellite is put into orbit high enough and goes fast enough, it stays in orbit: it just keeps falling around the earth. I feel that’s what my blog is now doing. It’s not something I focus on at the moment; I have more pressing things occupying my mind. But I’m always rooting around contracts and exploring new ideas, and people send me tips, so without really trying I always have interesting stuff to…
As someone should have said, The price of freedom from ambiguity is eternal vigilance. Today’s lesson comes to you thanks to the eternally vigilant Glenn D. West, the what-to-say yin to my how-to-say-it yang. He alerted me to the recent opinion of the Delaware Court of Chancery in Batty v. UCAR International, Inc. (PDF here). Here’s the relevant bit (footnotes omitted): Defendants argue that “accrued Incentive Compensation” is limited to cash compensation and…
While I was rooting around in hotel agreements, the following provisions caught my eye. First Example This was in a contract between a hotel and some instrumentality of Tennessee state government: The HOTEL certifies, under penalty of perjury, that to the best of its knowledge and belief the HOTEL is not on the list created […] The post State Activism Through Contracting appeared first on Adams on Contract Drafting.
Yesterday I did this tweet, prompted by my rooting around in hotel agreements for LegalSifter: I love it that in leases, “quiet enjoyment” has nothing to do with quiet enjoyment and instead relates to possession not being disturbed by superior title. I love it even more that in hotel agreements, “quiet enjoyment” refers to guests […] The post Mutating Meanings of Terms of Art appeared first on Adams on Contract Drafting.