The New Engineering Contract and Using the Present Tense to State Obligations

I find it particularly interesting when an institution adopts a novel approach to stating obligations. Who can forget the Construction Specifications Institute’s recommendation, stated in its Project Delivery Practice Guide (formerly Project Resource Manual), that in architectural specifications you use the …

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Posted in Categories of Contract Language | 5 Comments

Reviving a Contract After Its Term Has Ended

Last week I received the following inquiry from reader Vance Koven: I am moved to put this issue to you, as it is in some ways related to your comments in MSCD and elsewhere on back-dating contracts, which I agree …

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Posted in Select Provisions | 5 Comments

Docracy’s Contract-Drafting Contest—Starting Sunday, April 15

In conjunction with the Brooklyn Law Incubator & Policy Clinic’s “Legal Hackathon,” today Docracy is launching a “hacking contracts” contest. To enter, use Docracy to revise one of four contracts (described as easy, medium, or hard). You’ll have two weeks …

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Posted in Odds and Ends | Leave a comment

My Name Is Ken Adams, and I’m an “Any” Addict

[Updated April 14, 2012: I've uploaded a new version of the template. Besides the changes mentioned below, I also belatedly fixed an annoying numbering glitch lurking in the first subsection of the "Notices" provision of the "BasicWord" version of the …

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Posted in Our Templates, Select Usages | Leave a comment

What to Put on a Cover Sheet

I’ve had occasion recently to consider cover sheets for contracts. That’s what I call the page that’s slapped on the front of a contract containing a table of contents—the first page of a table of contents isn’t what you’d want …

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Posted in Layout | 1 Comment

True Obscenity: The Contract Language in “Fifty Shades of Grey”

*This isn’t an April Fools’ prank!* I had been vaguely aware of the “Fifty Shades” trilogy, described in this Maureen Dowd column as “bondage-themed romanticas that have evoked hysteria, whipping up a frenzy with the housewives of Long Island and rippling …

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Posted in Odds and Ends | 14 Comments

Do You Want to Help Me Create a Canadian Version of Koncision’s Confidentiality-Agreement Template?

For all sorts of reasons (see here) I’m partial to Canada. And Canadians have expressed an interest in my stuff that is beyond what you’d expect given the size of their legal market as compared to the U.S. legal market. …

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Revisiting the Model Statement of Style

In a 2009 post on AdamsDrafting I suggested that if an organization wants to adopt a style guide for contract drafting, the sensible option would be to piggy-back off of A Manual of Style for Contract Drafting. And I linked …

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Posted in Process | Leave a comment

Question for Drafters from Civil-Law Countries Regarding Party Information to Include in the Introductory Clause

In this 2011 post I considered what information you should include in the introductory clause for entities formed outside the U.S. I’d now like to revisit something reader Vance Koven said in this comment, namely the following: Also remember that …

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Posted in Front of the Contract | 4 Comments

I’ll Be at ABA TechShow and Inside Cousel’s SuperConference

In addition to going to Chicago to give a seminar, I’ll be going there for ABA TechShow and for Inside Counsel’s SuperConference. ABA TechShow (why do the organizers insist on stating the name IN ALL CAPITALS?) runs from March 28 …

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Posted in Notes from the Road | Leave a comment

Upcoming Seminar Road Trips: Atlanta, Houston, Toronto, Chicago, Denver

The road goes on forever. Here’s where I’ll be showing up next to give my “Drafting Clearer Contracts” seminar: Atlanta, April 5, for West LegalEdcenter (for more information, go here) Houston, April 13, in-house seminar Toronto, April 19, for Osgoode …

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Combining Unrelated Provisions in a Single Section

In the recent Fourth Circuit case of Williams v. CDP, Inc. (copy here), the court considered the following section of a contract: Deferred Compensation; Death Benefit; and Payments for Restrictive Covenants. Commencing upon the Employee’s retirement from the Employer and …

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Posted in Layout | 1 Comment

Screwing Up Decimal Points

Via this post on the WSJ Law Blog, I learned about this Bloomberg article. Here’s the gist of it:

Kai Herbert, a Switzerland-based currency trader, is suing JPMorgan for about 580,000 pounds ($920,000), his lawyers said at a trial in London this week. The original contract said Herbert’s annual pay would be 24 million rand ($3.1 million). JPMorgan blamed the mistake on a typographical error and said the figure should have been 2.4 million rand, according to court documents.

As is always the case when you have a contract dispute that originated in a drafting glitch, the question is, how could the drafter have avoided the problem?

Here’s a solution I wouldn’t recommend—using both words and digits to express a number. For my reasons, see this 2011 blog post.

Instead, I recommend that you proofread your freakin’ numbers!

Posted in Blog, Numbers

Yet More on “Termination”

I’ve blogged about termination twice previously. In this 2007 post on the AdamsDrafting blog (and in MSCD) I explain why I prefer stating that a contract terminates on a given date rather than expires on that date. And in this …

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Posted in Select Provisions, Select Usages | 9 Comments

Old Wine in a New Bottle

I recall how in the early days of word processing—when dinosaurs roamed the earth—you’d see articles in which a fiction writer would discuss word-processing technologies and techniques. But word processing long ago lost its essential mystery, except for those of …

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Posted in Document Assembly | Leave a comment

What’s the Proportion of Women to Men Among Contracts Professionals?

Of the 22 participants in my Geneva seminars, 14 were women (and still are, I expect!) and 8 were men. Given the infinitesimally small sample size, I’d be bonkers to derive any conclusions from that. But I’ve noted, albeit unscientifically, …

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Posted in Odds and Ends | 7 Comments

Notes from the Road: The 2012 Geneva Seminars

I just wrapped up my 2012 series of Geneva seminars. Some impressions: I’d be hard pressed to find a more congenial arrangement. I’m staying in Vieille Ville, the old part of Geneva, with my brother Charles and his family. (To …

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A Time of Day Constitutes a Boundary Between Periods of Time

Today I’d like to advance a simple but ill-understood concept: A time of day isn’t a period of time. Instead, it’s a boundary between the period of time that comes before and the period of time that comes after. So …

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Posted in References to Time | 9 Comments

Posner’s Alternative to Reaching for the Dictionary

See this post on Language Log for how Judge Richard Posner did more than reach for the nearest dictionary in order to determine the meaning of “harboring.” Posner’s approach comes as a breath of fresh air, given the tendency of …

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Posted in Odds and Ends, Uncategorized | 2 Comments

The Limits of Part-Versus-the-Whole Clarity

I currently find myself wrestling with what might seem interstitial stuff. It falls within “the part versus the whole”—my umbrella term for uncertainty over which members of a group you’re referring to. Consider the following: If Acme breaks a Widget …

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Posted in Ambiguity, Drafting as Writing | Leave a comment