Author Archives: Kenneth A. Adams

Parsing the Discussion of Drafting Resources in “A Business Lawyer’s Bibliography”

Posted on May 16, 2012 by Kenneth A. Adams

Steven Sholk, that bloodhound, let me know about an article in the current issue of the Journal of Legal Education. It’s by Robert C. Illig, associate professor at the University of Oregon School of Law, and it’s entitled A Business Lawyer’s …

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Posted in Book Review | 3 Comments

Should Koncision Maintain a List of Koncision-Friendly Lawyers?

Posted on May 15, 2012 by Kenneth A. Adams

Koncision’s confidentiality-agreement template is intended for sophisticated users. No surprise there—contracts can get complicated. So any nonlawyer who wants to use Koncision might well benefit from a lawyer’s input. In this 2011 post I describe how a lawyer might help a …

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Posted in Our Templates, Process | Leave a comment

Seeking Not-for-Profit to Take Part in Penn Law 2012 Contract-Drafting Project

Posted on May 15, 2012 by Kenneth A. Adams

I’ve re-upped at Penn Law: this fall, a scant twenty JD and LLM students will be taking my course in contract drafting. Once again, I plan on closing out the semester with a drafting, or redrafting, project for a not-for-profit …

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Posted in Teaching | Leave a comment

Revisiting Alternatives to Imposing Obligations on Nonparties

Posted on May 14, 2012 by Kenneth A. Adams

[Updated 5:30 p.m. EDT, May 15, 2012, to revise what is now the next-to-last bullet point and add a new final bullet point, as well as supplement the closing sentence.] I find myself revisiting a favorite topic: stating in a …

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Posted in Categories of Contract Language | 14 Comments

Language of Belief?

Posted on May 12, 2012 by Kenneth A. Adams

[Revised 8:00 a.m. EDT, May 13, 2012, prompted by Mark Anderson's comment and a good night's sleep.] Consider the following, culled from the SEC’s EDGAR system: The Parties believe that the provisions of this Agreement are in compliance with the requirements of …

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Posted in Categories of Contract Language | 2 Comments

“Full Time”—It’s Not Clear Enough

Posted on May 9, 2012 by Kenneth A. Adams

In its recent opinion in In re C.P.Y. (copy here), the Texas Court of Appeals had occasion to consider the phrase “full-time basis,” and it concluded that it’s ambiguous. Youst (the husband) was required to pay Wells (the wife) alimony …

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Posted in Ambiguity | 6 Comments

Phantom Ambiguity in the Eastern District of Pennsylvania?

Posted on May 9, 2012 by Kenneth A. Adams

On December 1, 2007, AVAX Technologies and one Francois Martelet entered into an employment agreement providing for Martelet to serve as AVAX’s CEO. It all ended in litigation, and recently the District Court for the Eastern District of Pennsylvania issued this …

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Posted in Ambiguity | 1 Comment

Attachments Terminology: Seeking Input from Outside the U.S.

Posted on May 9, 2012 by Kenneth A. Adams

MSCD notes how in the U.S., traditionally exhibit is used to refer to a stand-alone document that’s attached to a contract, whereas schedule is used to refer to materials that could have been in the body of the contract but …

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Posted in Back of the Contract | 8 Comments

“Commits To”: Another Half-Baked Way of Stating Obligations

Posted on May 8, 2012 by Kenneth A. Adams

Behold commit to used to express obligations: each of the Guarantors hereby … commits to make a contribution to such Guarantor’s capital in an amount at least equal to The Employee commits to perform his/her duties pursuant to this Agreement on full time …

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Posted in Categories of Contract Language | Leave a comment

Even More on “Termination”

Posted on May 8, 2012 by Kenneth A. Adams

In this recent post, I discussed a case in which the word “termination” was held not to apply to “expiration” of a contract. Thanks to reader, I learned about a case, Olympus Ins. Co. v. Aon Benfield, Inc., No. 11-CV-2607 …

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Posted in Select Usages | Leave a comment

Once More, With Feeling: Relaunching My Ebook “The Structure of M&A Contracts”

Posted on April 30, 2012 by Kenneth A. Adams

A little over a year ago I announced publication of my book The Structure of M&A Contracts. Since then, limbo: First, the book was available as a PDF, but only by calling West. Then, it became available exclusively on Thomson …

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Posted in M&A | Leave a comment

A Nifty Feature of ContractExpress

Posted on April 30, 2012 by Kenneth A. Adams

So far, ContractExpress—the software that powers Koncision’s confidentiality-agreement template—has been able to handle everything I’ve thrown at it. Last week I learned of yet another feature that I expect I’ll need down the road. If your organization uses a number …

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Posted in Document Assembly | Leave a comment

Contract-Drafting Metrics?

Posted on April 30, 2012 by Kenneth A. Adams

I’m fond of saying that the first step in overhauling your contract process is analyzing the costs and risks of your current process. But what should such an analysis consist of? That question came to mind after my Inside Counsel …

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Posted in Process | 2 Comments

Sterilizing an Attached Service-Provider Proposal

Posted on April 30, 2012 by Kenneth A. Adams

Last week I received the following inquiry from a reader: I have a frustrating drafting challenge (possible blog topic?) that I suspect beleaguers many in-house counsel who are trying to streamline contracting processes—using a service provider’s proposal to define the …

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Posted in Back of the Contract | 2 Comments

Exploring “Joint and Several”

Posted on April 26, 2012 by Kenneth A. Adams

[Revised 1:50 p.m. EDT, April 26, 2012, to reflect comments by Vance, Mike, and Guest. In the original version, I didn't explore the procedural side. And further revised 6:00 a.m. EDT, April 30, 2012, to eliminate the words "joint" and …

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Posted in Select Usages | 6 Comments

Is What I Do “Opinion”?

Posted on April 25, 2012 by Kenneth A. Adams

Recently on Twitter, Lawrence Hsieh (aka@ContractAdviser) compared me to longtime sports-radio provocateur Mike Francesa. And the next day a reader emailed me to say, among other things, “I like reading your comments but you are, I have to say it, opinionated!” …

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Posted in Odds and Ends | 14 Comments

ContractExpress QuickStart + Koncision’s NDA Template = Turnkey Contract Automation

Posted on April 24, 2012 by Kenneth A. Adams

I’m in Chicago for the Inside Counsel 2012 SuperConference. I’ll be on a panel later today; go here for the agenda. But that’s not what this post is about. Instead, I wanted to mention that Business Integrity has launched ContractExpress …

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Posted in Our Templates, Process | Leave a comment

The U.S. Supreme Court Dabbles in Part-Versus-the-Whole Ambiguity

Posted on April 18, 2012 by Kenneth A. Adams

In an opinion issued this week (here) the U.S. Supreme Court considered the alternative possible meanings of “not an.” Here’s the relevant passage: Truth be told, the answer to the general question “What does ‘not an’ mean?” is “It depends”: …

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Posted in Ambiguity | 1 Comment

Some Thoughts on the ACC’s “Contract Advisor”

Posted on April 17, 2012 by Kenneth A. Adams

Last week saw the launch of the ACC’s “Contract Advisor.” Lawrence Hsieh (aka @ContractAdviser—no relation!) craftily suggested on Twitter that he was looking forward to hearing my views on Contract Advisor. Now here I am, taking the bait. That’s because …

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Posted in Process | Leave a comment

Certification in Contract Drafting?

Posted on April 16, 2012 by Kenneth A. Adams

I’d like to revisit a notion that I alluded to in this brief 2010 post on AdamsDrafting: offering certification in contract drafting. Here’s how it would work: Contracts professionals could get a certificate of proficiency in drafting and review of …

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Posted in Process | 5 Comments