“Shall Refrain”

Posted on February 22, 2012 by Kenneth A. Adams

I recently received from a reader the following email bringing to my attention shall refrain: Have you ever seen or written about a negative covenant written as “shall refrain from” instead of “shall not”? I see it today in an …

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Tim Cummins of IACCM Interviews Me

Posted on February 20, 2012 by Kenneth A. Adams

Something that slipped through the cracks during my trip is Tim Cummins’s interview with me on his Commitment Matters blog; go here. Nothing I say in the interview will come as news to regular readers of this blog. But if …

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Are Your Customers an Obstacle to Change in Contract Drafting?

Posted on February 19, 2012 by Kenneth A. Adams

I’ve thought it clear enough why companies don’t clean up their template contracts: Those who make the decisions are unaware of the problem. Or they’re aware of the problem but are unwilling to do anything about it, because for them …

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Posted in Process | 5 Comments

Don’t Forget About Corporate Resolutions!

Posted on February 19, 2012 by Kenneth A. Adams

I was pleased to receive a couple of weeks ago an email from Jim Schmitt, chapter relations manager of the Healthcare Financial Management Association. Here’s the relevant part of Jim’s email: Thank you so much for the outstanding article, “Legal …

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Notes from the Road: Whirlwind Visits to Kuala Lumpur and Bangkok

Posted on February 17, 2012 by Kenneth A. Adams

My week in Australia was leisurely compared with the week that followed: fly to Kuala Lumpur; a seminar the next two days; fly to Bangkok the next day; a seminar the next two days; fly home (tomorrow). The focus of …

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Posted in Notes from the Road, Uncategorized | 2 Comments

Revisiting the Layout of Australian Contracts

Posted on February 12, 2012 by Kenneth A. Adams

In this December 2011 post I considered document-design “bling” in Australian contracts. I’d now like to consider another issue relating to the look of Australian contracts: use of tabulated enumerated clauses. Consider the screenshot to the right (click on it …

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Posted in Layout | 8 Comments

“The Structure of M&A Contracts” Now Available As eBook

Posted on February 10, 2012 by Kenneth A. Adams

It’s taken a year, but my book The Structure of M&A Contracts is now available as an ebook. More specifically, it’s available on Thomson Reuters’s new ebook platform, ProView, by going here. The book is just over a hundred pages …

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Notes from the Road: My Day in Sydney

Posted on February 9, 2012 by Kenneth A. Adams

The “Notes from the Road” heading means no pointy-headed contracts stuff in this post, just a virtual postcard from Sydney. I arrived here this morning from Melbourne with Andrew Godwin—you’ll remember him from this post. After checking how things were …

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Notes from the Road: Q&A with Andrew Godwin of Melbourne Law School

Posted on February 6, 2012 by Kenneth A. Adams

That I’m in Australia is due to Andrew Godwin, senior lecturer at Melbourne Law School. Andrew first contacted me in 2004, and thereafter we exchanged emails once in a while.  When I told him about my upcoming trip to Kuala …

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“Need Not”

Posted on February 6, 2012 by Kenneth A. Adams

I recently picked up a useful tip from an unlikely source—one of my own webcasts. Osgoode Professional Development has been running my “Drafting Clearer Contracts” webcasts for a Canadian audience, and I’ve been on hand at the end of each …

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Posted in Categories of Contract Language, Uncategorized | 8 Comments

Notes from the Road: I Embark for Australia

Posted on February 3, 2012 by Kenneth A. Adams

Yes sir, I’m a denizen of cyberspace! You can find me in my home office, endlessly hunched, gargoyle-like, over my laptop. My wardrobe varies from casual to too casual to indecent. My face can go for an extended period without …

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Posted in Notes from the Road | 1 Comment

Ridacto, A New Contract-Analysis Tool: Q&A with Founder and CEO Max Mednik

Posted on February 2, 2012 by Kenneth A. Adams

People who work with contracts have available to them an increasing number of information-technology tools that seek to improve your contracts or speed the contract process, or both. I recently became aware of a new entrant, Ridacto. To find out …

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Westlaw Drafting Assistant?

Posted on February 1, 2012 by Kenneth A. Adams

I confess that while I was at LegalTech I did only a minimal amount of prospecting at other booths, so I didn’t get to speak with anyone about “Westlaw Drafting Assistant – Transactional.” (Including an en-dash, with spaces, in your …

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Posted in Process | 1 Comment

Drive-By Interview With Yours Truly at LegalTech

Posted on February 1, 2012 by Kenneth A. Adams

On Monday I had the pleasure of meeting at LegalTech Ari Kaplan, prolific observer of the legal scene. He did an impromptu guerilla interview of me that you can see here. I recommend you not watch it if any impressionable children …

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I’m at LegalTech New York. Oh, and You Can Now Get a Free One-Year Trial Subscription to Koncision’s Confidentiality-Agreement Template

Posted on January 30, 2012 by Kenneth A. Adams

Today (Monday, January 30) and tomorrow I’ll be at LegalTech New York, one of legions manning the new, double-wide Business Integrity booth (324/326). If you’d like to have a chat, call or text me at (516) 318-6956, email me, direct-message …

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Posted in Our Templates | 1 Comment

New Case on Unilateral Right to Amend Contract Provisions

Posted on January 28, 2012 by Kenneth A. Adams

Reader Bradley Clark, proprietor of the Texas Law Blog, let me know about the recent Fifth Circuit Court of Appeals’ opinion in Carey v. 24 Hour Fitness, USA. Here’s the gist of it: The district court held that the binding …

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Posted in Select Provisions | 3 Comments

New Glenn West Article on the “No Recourse Against Others” Clause

Posted on January 28, 2012 by Kenneth A. Adams

Readers of this blog will be familiar with Glenn West and his articles on extra-contractual liability (click here for a copy) and on consequential damages (click here for a copy). You may recall that Glenn is one of my co-presenters in …

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Posted in Book Review, Uncategorized | Leave a comment

A Second (and Third! and Fourth!) Unhelpful Use of “Such”

Posted on January 27, 2012 by Kenneth A. Adams

MSCD 12.349 notes that in contracts not only is such is used to mean “of this/that kind” (its meaning in standard English), it’s also used instead of the “pointing words” this, that, these, and those. The latter use is unhelpful, …

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“Guarantees That”?

Posted on January 26, 2012 by Kenneth A. Adams

In this recent blog post I said that usually in contracts the verb guarantee is followed by a noun rather than a that-clause. But I’m not sure I can explain the aversion to guarantees plus that-clause. I think it’s safe …

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Posted in Select Usages | 1 Comment

“Procure” (Focusing on How Australian Drafters Use the Word)

Posted on January 25, 2012 by Kenneth A. Adams

“Procurement” is a standard business term. I refers to a company’s acquisition of goods or services, and the department that handles such matters is commonly referred to simply as “Procurement.” But the verb procure is a slightly different matter. It’s a formal …

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Posted in Categories of Contract Language, Select Usages | 9 Comments