Adams on Contract Drafting

Blog Authors

Latest from Adams on Contract Drafting

People don’t understand commas. And that includes judges. Heck, we saw a comprehensive example of that in August, in this blog post. Now we have more comma confusion, in the form of the opinion of Judge Carlos E. Mendoza of the U.S. District Court for the Middle District of Florida in Princeton Excess & Surplus Lines Insurance Co. v. Hub City Enterprises, Inc., No. 6:18-cv-1608-Orl-41GJK (M.D. Fla. Oct. 3, 2019) (PDF here). That…
While poking through the wreckage of Bryan Garner’s new book on contract drafting (see my review here), I found only one idea worth considering further, namely his recommendation regarding use of the section mark (§). Here’s what he says: We’re after efficient communication and error prevention. Thirty-three percent is slower, more cumbersome, and more prone to error than 33%. And § 6.4(a) is quicker and more reliable than subdivision (a) of section 6.4. Although…
Juro, the contract-management-software company, has produced an ebook called The Modern Contract Handbook. It consists of chapters by different authors on issues in contracts and the contracts process. I was among the contributors; you’ll be shocked to hear that my chapter is about the language of contracts. It’s based on a conversation I had with someone at Juro, so it’s more stream-of-consciousness than my usual stuff. You’ll find a link to the book in…
If you’ve visited this blog at all regularly over the past couple of months, you’ll have noticed not one, not two, but three blog posts that mention John F. Coyle, professor at the University of North Carolina School of Law. That’s because of two law-review articles John wrote, on governing-law provisions and jurisdiction provisions. I haven’t finished mining John’s articles for inspiration, but I knew I already had lots of stuff to chat…
We all know that the phrase represents and warrants is pointless and confusing, to the point of being plain-old dumb. (What, you’re not aware of that? Then go read my 2015 law-review article.) In theory I’m open to rational discussion on the subject, but no one has been able to make a dent in my reasoning. But that doesn’t mean you should wage a scorched-earth campaign against represents and warrants in favor of states.…
(This is an updated version of a post I did last year.) On 4 November I’ll be doing a day-long “Drafting Clearer Contracts” seminar in London for UCL Faculty of Laws. (For more information, go here.) I can think of eight reasons why you might want to attend: English contract drafting is dysfunctional. Generally, the prose of contracts leaves a lot to be desired, and no amount of Savile Row swagger can hide that…
In July my law-review article on efforts (aka endeavours) provisions was published. (PDF here.) It’s about as contrarian as the subject matter allows. I beat the tar out of the conventional wisdom that the U.S. dealmaking establishment still clutches like a moth-eaten teddy bear. And I discuss in gruesome detail the preposterous positions adopted by English courts and accepted by English law firms. A bunch of people have clicked on the link for the…
The other day, while researching contract provisions that refer to reliance, I saw the following in a provision waiving jury trial (excuse the all caps; bold added): EACH PARTY HERETO ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE OTHER PARTIES HERETO THAT THIS SECTION 8(C) CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THEY ARE RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT. Leaving aside other shortcomings, I wondered about the references to reliance and material…
Thanks to longtime undercover blog informant Steven H. Sholk (drat, I’ve blown his cover!), I’m pleased to bring to you today a recent opinion of the Connecticut federal district court, Tyll v. Stanley Black & Decker Life Insurance Program. It’s discussed in this blog post by the law firm McDermott Will & Emery, but go here for a PDF of the opinion. The fight was over the benefits to which a widow was entitled under…