Adams on Contract Drafting

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Behold the following “Drafting Clearer Contracts” seminars: Mumbai, 10 October 2019 Kuala Lumpur, 15 October 2019 (details to come) Singapore, 16 October 2019 Hong Kong, 18 October 2019 Dubai, 21 October 2019 Tokyo, 12 November 2019 Seoul, 14 November 2019 (details to come) Add to that my 28 and 29 October seminars in Toronto (details to come), my 5 November seminar in London, and my 7 November seminar in…
Below is the signature page from a Courtyard Marriott group sales agreement I found online. I know next to nothing about electronic signatures, but I found decidedly odd the e-signature process specified in this contract. “Replace Empty Box with Blackened Box Here to Enter Into Binding Obligation”? And check out the note at the bottom about how you can do it using Word. Can anyone explain this to me and where it fits in electronic-signature…
Today’s bit of advice: Don’t make some other contract part of your contract. That was prompted by this item by the Canadian law firm Bennett Jones. It involves a case before the British Columbia Supreme Court in which a general contractor wanted to refer the dispute to arbitration. The subcontract didn’t contain an arbitration provision, but the prime contract did. And the subcontract included this: “Prime Contract, associated drawings and specifications for the scope of…
Yes, similarly and similar are vague. Vague can lead to fights, so you have to be careful about vague. (See this 2018 post about a vagueness fight over similar.) But that’s not what post is about. Instead, it’s about two similarly glitches. Consider this use of similarly: In case of any reclassification or reorganization … , or in the case of any merger or consolidation … , or in the case of any sale or…
Let me get one thing out of the way: ** I’m not against “legal design.” ** Instead, the issue I have with legal design is that in my experience, enthusiasm for legal design tends to be inversely proportional to command of legal prose. Which brings us to cartoon contracts, more specifically this week’s article in the Wall Street Journal entitled “Lawyers Turn to Comics for Help With Boring Contracts” (subscription required). (Thanks to longtime…
Recently Mark Anderson and I found ourselves back-to-back, brandishing longswords and together battling nonsense in skirmishes that broke out on different platforms (go here for an entry point). But it would be no fun if that were to prevent me from riffing on something Mark says. In one of his posts in that exchange (here), Mark says this: Resistance to modern drafting has now all but evaporated among English business lawyers. This doesn’t…
I’m in the habit of dividing the task of contract drafting into the what-to-say part and the how-to-say-it part. That’s a little too simple, as the how-to-say-it part can unexpectedly affect the what-to-say part if you’re not careful. But it’s also a little too simple because the how-to-say-it part itself is made up of two parts. There’s command of the building blocks of contract language—in other words, what I cover in A Manual of Style…
Here’s the beginning of my new post on LegalSifter’s blog: This week I had the pleasure of visiting North Falmouth, Massachusetts. (Hence the photo.) I was there to do a “Drafting Clearer Contracts” seminar for the global contracts team of a multinational. But this post isn’t about the seminar. Instead, it’s about the fact that I couldn’t help occasionally thinking about the arrangement between the hotel and my host. To read the rest of it,…
The latest episode of Bob Ambrogi’s LawNext podcast features Chas Rampenthal (general counsel at LegalZoom) and me. (It’s here on embed.ly and here on iTunes, and go here for some extracts.) In this episode, Bob breaks the news—I’m not suggesting it’s earth-shattering!—that I’ve joined Pulse, a company backed by LegalZoom. More specifically, I’m now head of contracts at Pulse, where we are creating solutions for small businesses. I’ll leave you to listen to the podcast…