Topic
Contract Drafting
939 published works
Adams on Contract Drafting
MSCD5: “See To” Sneaks In Under the Wire
By Ken Adams
The other day I saw in a contract—in an American Institute of Architects standard contract, no less—see to plus an abstract noun. I knew it was dubious, so I tweeted…
Compensation & Benefits Blog
A Conjunction is Worth Thousands of Dollars: Recent Case Highlights Significance of “And” vs. “Or”
By Seth Safra, David B. Teigman, Aaron Weiss, Gregory Zeien
You do not need a Lexis or Westlaw subscription to know that major cases and significant judgments have sometimes hinged on the meaning of a single word, or the placement…
Adams on Contract Drafting
Weinberg v. Waystar, Inc.: The Delaware Court of Chancery Considers an Ambiguous “And”
By Ken Adams
I noted with interest Vice Chancellor Glasscock’s opinion in Weinberg v. Waystar, Inc., decided today (PDF here). Here’s the language at issue: The Converted Units shall be subject to the…
Adams on Contract Drafting
New Series of “Drafting Clearer Contracts: Masterclass” for Fall 2022
By Ken Adams
I finally got my act together and published four new series of my online course Drafting Clearer Contracts: Masterclass. Here’s when each series begins: Wednesday, 3 August 2022, at 11:00…
BuildSmart
Virginia Is for Lovers… of Strict Contract Language: New Law Prohibits Pay-if-Paid Clauses in Construction Contracts
Virginia has joined the growing number of states that prohibit “pay-if-paid” clauses. The new law, known as Virginia Senate Bill 550, amends Virginia’s Prompt Payment Act (Va. Code § 2.2-4354)…
Zalma on Insurance
Unambiguous Contract Must Be Interpreted as Written
By Barry Zalma
Two Insurers Protected the Insured and Resolved the Coverage Dispute Later When two insurers dispute which is obligated to defend and indemnify the insured in a bodily injury suit, they…
Adams on Contract Drafting
The Ten—Uh, 11—Commandments of Drafting Business Contracts
By Ken Adams
Inspired by this morning’s post about not making contract language too informal, here are my 11 commandments for drafting business contracts: Contract language should be clear. Contract language should be…
Adams on Contract Drafting
Contract Language Shouldn’t Be Too Informal
By Ken Adams
[Updated 6:30 p.m., 16 May 2022 In a comment to this post, Kyle Mitchell says, “Conforming to a guide [MSCD] that bans informal language wouldn’t be good for my clients.”…
FinTalk
Contractual Ambiguity (or Not) Tested in Sears
Late last week, the District Court for the Southern District of New York provided a reminder of the importance of precise drafting. In Transform Holdco LLC v. Sears Holdings Corp. et.…
Adams on Contract Drafting
“24/7” and the Limits of Jargon
By Ken Adams
Last month I did this: I'm looking for a more formal way of saying "24/7" in a contract. Round-the-clock? Nonstop? — Ken Adams (@AdamsDrafting) April 24, 2022 It prompted a…