I thought it high time that I collect in one place my writings (and a couple of videos) on boilerplate. (By “boilerplate,” I mean the stuff relating to administration and dispute resolution that you see toward the back of most
Continue Reading My Materials on Contract Boilerplate
Adams on Contract Drafting
Blog Authors
Latest from Adams on Contract Drafting
Counterparts: An Example of Categories-of-Contract-Language Dysfunction
By Ken Adams
Counterparts provisions are, as we say in the biz, fucked up. One slight problem is that it’s not clear what counterparts are. See this Twitter thread for a bit about that; I didn’t have the heart to go into it…
Continue Reading Counterparts: An Example of Categories-of-Contract-Language Dysfunction
Why I Don’t Use a Table Format for the Definition Section
By Ken Adams
This is what my definition sections look like: But you could instead opt to present the definition section using a table format: Using a table format is, as far as I can tell, particularly popular in England and other Commonwealth…
Continue Reading Why I Don’t Use a Table Format for the Definition Section
Back to “Efforts,” Part 3: Other Outlets for Delexicalization Deniers
By Ken Adams
In my 2019 article, I explain that in the phrase best efforts, the word best has been “delexicalized”—instead of expressing its dictionary definition of “exceeding all others,” in this context it’s used as a rhetorical flourish. Other phrases that feature…
Continue Reading Back to “Efforts,” Part 3: Other Outlets for Delexicalization Deniers
Back to “Efforts,” Part 2: Relexicalizing “Best”
By Ken Adams
Warning: this post is for hard-core efforts fans only. As part of my frenzy of rooting around on EDGAR yesterday looking for efforts anomalies, I saw this: The phrase best efforts possible is an oddity. It and the variant best…
Continue Reading Back to “Efforts,” Part 2: Relexicalizing “Best”
Back to “Efforts,” Part 1: Dreaming Up Other Hierarchies
By Ken Adams
Let’s start with what we know: The notion of a hierarchy of efforts standards is nonsense. It’s inconsistent with English usage, semantics, and how contracts work. For more, see my 2019 law review article. (According to the Delaware Chancery Court,…
Continue Reading Back to “Efforts,” Part 1: Dreaming Up Other Hierarchies
The Weirdest Thing You’ll See Today: “Herein So Called”
By Ken Adams
Yesterday I saw this cry for help on Twitter from @thepixellawyer: @AdamsDrafting ever seen this? It’s new to me. #strange pic.twitter.com/40Fw2LcND9 — Chris Brown (@thepixellawyer) September 28, 2021 So I went on EDGAR. Westlaw offered me 1,196 contracts containing the…
Continue Reading The Weirdest Thing You’ll See Today: “Herein So Called”
I Share Two Characteristics with Steve Earle and Colin Hay. Really!
By Ken Adams
This year I’ve found myself listening more closely than previously to two musicians, Steve Earle and Colin Hay. On 30 August, Joanne and I should have been in Nashville to see for the first time Steve Earle and his band…
Continue Reading I Share Two Characteristics with Steve Earle and Colin Hay. Really!
“Best Steps”: An Example of the Legalistic Mind at Work
By Ken Adams
I use “legalistic” to mean like a lawyer, but bad. The legalistic mind exhibits various traits. It’s cravenly risk-averse. And it’s addicted to hair-splitting. But now we’ll focus on another trait, the lack of semantic acuity. Behold this EDGAR artifact:…
Continue Reading “Best Steps”: An Example of the Legalistic Mind at Work
Working with Me at LegalSifter: What’s in It for You?
By Ken Adams
You might have heard that LegalSifter is looking to hire someone to work with me in creating our algorithms (“Sifters”) and writing the advice we give users. For more information, go to Indeed or LinkedIn. On Saturday I published this…
Continue Reading Working with Me at LegalSifter: What’s in It for You?