Adams on Contract Drafting

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By: Adams Contacts Consulting LLC

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Ken Adams

Latest from Adams on Contract Drafting

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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. …
The concluding clause often says that the people signing the contract have been “duly authorized.” This is what MSCD says about that: The body of the contract is a more sensible place than the concluding clause for statements of fact regarding authorization. But more generally, if you’re concerned whether the individual signing for the other […] The post Whether the Person Signing for the Other Side Is Authorized appeared first on Adams on Contract Drafting…
Behold this random EDGAR fragment: The Participants shall procure that their representatives shall comply with all safety procedures notified to the Participants by the Operator which are implemented from time to time by the Operator whilst at the relevant location of Joint Operations. Yes, of course it’s crappy. But it’s English crappy! The “whilst” is […] The post The English and “Notify” appeared first on Adams on Contract Drafting. …
Above is my first graph in Word, and it sure looks like it. But rather than spend any more time fiddling with it, I’m going with it as is: it’s adequate to make my simple point. It’s not the case that contract value and contract complexity both start at zero and increase proportionately. Instead, contracts want to default to a minimum level of complexity, regardless of value. That’s a function of two factors. First, deals…