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…

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,…

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