You’re drafting a contract that’s big enough for you to group sections into articles, so the contract is easier to navigate. What do you call the boilerplate at the back? “Boilerplate” would be too cryptic (for many) and too casual. “Miscellaneous” would be a standard option. But that seems a cop-out—describing by not describing. After
Adams on Contract Drafting
Blog Authors
Latest from Adams on Contract Drafting
Another Misleading Attempt to Explain Why Legalese Is the Way It Is
By Ken Adams
Twice previously, I’ve critiqued articles written by three cognitive-sciences co-authors, Eric Martinez, Frank Mollica, and Edward Gibson. This 2022 blog post considers their article that aims to show that contracts are poorly written. That article tells us nothing we don’t already know. And this 2023 blog post considers their article examining why lawyers write in…
Cantor Fitzgerald & Co v. Yes Bank Limited: More Syntactic Ambiguity
By Ken Adams
This week tipster extraordinaire Glenn West mentioned to me an opinion of the England and Wales Court of Appeal, Cantor Fitzgerald & Co v. Yes Bank Limited [2024] EWCA Civ 695. This case involves syntactic ambiguity—confusion over what modifies what. I’ve written at length about syntactic ambiguity, and the lesson for drafters is always basically…
There Are Two Pathologies of Contract Drafting, and “Perfectionism” Isn’t One of Them
By Ken Adams
I noted with interest this post on LinkedIn by Scott Simmons, a business-development coach. Scott kicks the post off by saying, “We need to talk about perfect. The legal profession has a problem with perfectionism.” But Scott’s post isn’t actually about perfectionism. Instead, it’s about lawyers being bad at “dealing with mistakes or setbacks.” You…
Check Out Next Week’s “Drafting Clearer Contracts” Presentation
By Ken Adams
Next week, on Monday and Tuesday, 11 and 12 June 2024, I’m doing a Drafting Clearer Contracts online presentation, from 11:00 a.m. to 2:10 p.m. ET (US). Go here for more information. The fee is US$495, but if you’re a lawyer at a law firm with up to three lawyers, if you’re a contract manager,…
I’ve Just Scheduled Two Series of “Drafting Clearer Contracts: Masterclass” Starting in September and October 2024
By Ken Adams
I’ve just scheduled two series of my online course Drafting Clearer Contracts: Masterclass, which is built around eight live hour-long sessions held once a week and supplemented by reading and quizzes. The first session of one series starts on Thursday, 12 September 2024, at noon ET (US). The first session of the second one starts…
Using a Term of Art in a Section Heading, Offering Detail in the Text
By Ken Adams
Last week I saw this in a contract: Subcontracting. Acme may engage employees, independent contractors, consultants, or other persons or entities (collectively, “Assistants”) to aid Acme in performing Acme’s obligations under this Agreement, so long as those Assistants abide by the terms of this Agreement, specifically Section 7 (Confidentiality) and, if required under HIPAA, the…
Using, or Not Using, “The” in Defined-Term Parentheticals
By Ken Adams
This post nerds out on defined-term protocols. Specifically, should one use, or not use, the (or a or an) in defined-term parentheticals for defined terms that otherwise use the (or a or an)? MSCD says “include in a defined-term parenthetical the definite article the or the indefinite article a (or an), as appropriate. An article…
New Public “Drafting Clearer Contracts” Presentation on 10 and 11 June 2024
By Ken Adams
I’ve just scheduled a new public Drafting Clearer Contracts presentation. It consists of two three-hour sessions on 10 and 11 June 2024 (Monday and Tuesday), starting at 11:00 a.m. Eastern Time (US and Canada). (Well, it’s actually three hours and ten minutes, if you take into account a ten-minute break!) This presentation serves as an…
Misusing “Party”
By Ken Adams
Today I saw this sentence (emphasis added) from a confidentiality agreement: Recipient shall be liable for any unauthorized disclosure or use of Confidential Information by or related to any party to whom Recipient discloses Confidential Information, as if such disclosure or use were by Recipient itself. It’s relevant to something discussed at yesterday’s in-person Drafting…