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Tag Archives: Adams On Contract Drafting Blog

Ken Adams Makes A Standing Offer.

27 Thursday Sep 2018

Posted by Celia C. Elwell, RP in Boilerplate Forms, Contract Law, Legal Writing

≈ Comments Off on Ken Adams Makes A Standing Offer.

Tags

Adams On Contract Drafting Blog, Contract Writing, Ken Adams

How I Would Go About Redrafting Your Templates, by Ken Adams, Adams On Contract Drafting Blog

http://www.adamsdrafting.com/how-i-would-go-about-redrafting-your-templates/

Ken Adams has made a “standing offer.” If you send him one of your contract templates, he will take the time to edit it.

Wow. Even if you are the best contract writer in the world, why wouldn’t you take Mr. Adams’ up on such a generous offer? Opportunities such as this do not come along every day. Thank you, Mr. Adams! -CCE

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Using Abbreviations and Definitions in Legal Writing.

19 Sunday Jun 2016

Posted by Celia C. Elwell, RP in Abbreviations, Contract Law, Legal Writing

≈ Comments Off on Using Abbreviations and Definitions in Legal Writing.

Tags

Adams On Contract Drafting Blog, Contracts, Ken Adams, Legal Writing

Don’t Use Definition-First Autonomous Definitions, by Ken Adams, Adams on Contract Drafting Blog

http://www.adamsdrafting.com/dont-use-definition-first-autonomous-definitions/

Ken Adams provides excellent examples of how to use an abbreviations and definitions. Use this for contracts, but keep in mind that it also works in pleadings, motions, discovery, etc.

When you use abbreviations and definitions for a person, a law, an event, or contract, it makes your writing tighter and more concise. It makes sense to abbreviate lengthy names, but take which definition you pick. While striving for a way to make your writing less wordy, don’t let the abbreviation or definition de-humanize your client or overly sanitize your client’s case. -CCE

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Promises, Promises.

23 Saturday May 2015

Posted by Celia C. Elwell, RP in Contract Law, Legal Writing

≈ Comments Off on Promises, Promises.

Tags

Adams On Contract Drafting Blog, Contracts, Ken Adams, Legal Writing

“Promises That” and “Promises To, by Ken Adams, Adams On Contract Drafting Blog

http://www.adamsdrafting.com/promises-that-and-promises-to/

For the sheer heck of it, let’s look at how the verb promises is used in contracts. . . .

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Is It “Shall Not . . . Unless” Or “May . . . Only If”?

09 Tuesday Dec 2014

Posted by Celia C. Elwell, RP in Contract Law, Legal Writing

≈ Comments Off on Is It “Shall Not . . . Unless” Or “May . . . Only If”?

Tags

Adams On Contract Drafting Blog, Contract Writing, Contracts, Ken Adams, Legal Writing

“Shall Not … Unless” Versus “May … Only If” (Updated!), by Ken Adams, Adams On Contract Drafting Blog

http://tinyurl.com/mdnboct

One of the privileges of blogging is that it gives you the opportunity to talk utter BS without doing much damage. A case in point is this post, originally published on August 4, 2014.

To recap, the issue was whether one of the two following alternatives was preferable to the other:

Acme shall not sell the Shares unless Widgetco consents.
Acme may sell the Shares only if Widgetco consents.

In an August 6 update I opted for the version with shall not, saying that it avoids the uncertainty inherent in the version using may … only. Well, I’m here to tell you that that’s incorrect, in that both versions incorporate uncertainty.

In the version with shall not, the question is what category of contract language applies if Widgetco consents. Our old friend the expectation of relevance (more about that here) suggests that Acme may sell the Shares if Widgetco consents, but it’s conceivable that it might instead be obligated to sell the Shares if Widgetco consents.

And in the version with may . . . only, the expectation of relevance suggests that Acme may not sell the Shares if Widgetco doesn’t consent, but it’s conceivable that it might instead be obligated to sell the Shares if Widgetco doesn’t consent.

So in terms of uncertainty, there’s nothing to choose between the two. To eliminate that uncertainty you’d have to say the following:

Acme shall not sell the Shares, but it may sell the Shares if Widgetco consents.

(You could say instead Acme shall not sell the Shares unless Widgetco consents, in which case Acme may sell the Shares, but I have a slight preference for the version using except, as it’s shorter.)

Would I go to the trouble of eliminating the expectation of relevance? I think so, but I acknowledge that doing so would be pretty hard-core.

If you don’t want to eliminate the expectation of relevance, which of the two original options would I go for now? Still the version with shall not. The default position is that absent contract restrictions, one may do stuff, so it follows that it’s the prohibition that has teeth; I’d lead with it.

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Compilation of Ken Adams’ Articles on Contract Drafting.

25 Saturday Oct 2014

Posted by Celia C. Elwell, RP in Contract Law, Legal Writing, Recent Links and Articles

≈ Comments Off on Compilation of Ken Adams’ Articles on Contract Drafting.

Tags

Adams On Contract Drafting Blog, AdamsDrafting Blog, Contract Law, Ken Adams, Legal Writing, The Koncise Drafter

Ken Adams’s Articles, Adams on Contract Drafting Blog

http://www.adamsdrafting.com/writing/ken-adamss-articles/

In addition to Ken’s posts from February 2013, this blog contains Ken’s posts from The Koncise Drafter (from December 2010 to February 2013) and from the AdamsDrafting blog (from May 2006 to December 2010).

 

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Proper Punctuation Matters, Especially When Drafting Contracts.

25 Saturday Jan 2014

Posted by Celia C. Elwell, RP in 2nd Circuit Court of Appeals, Contract Law, Legal Writing

≈ Comments Off on Proper Punctuation Matters, Especially When Drafting Contracts.

Tags

Adams On Contract Drafting Blog, American International Group Inc., Bank of America Corp., How Things Work, Julia Layton, Ken Adams, Legal Writing, Punctuation, United States Court of Appeals for the Second Circuit

My Forthcoming Article, “Bamboozled by a Comma: The Second Circuit’s Misdiagnosis of Ambiguity in American International Group, Inc. v. Bank of America Corp.” by Ken Adams, Adams On Contract Drafting Blog (to be published in 16 Scribes J. Legal Writing (forthcoming 2014).

http://tinyurl.com/kzvf8e2

It may sound picky but, as Ken Adams’ example illustrates in this post, proper punctuation matters. A misplaced comma can completely change the meaning of a sentence.

A refresher on how to use commas properly never hurts. Julia Layton explains “10 Completely Wrong Ways to Use Commas” on How Stuff Works. -CCE

http://people.howstuffworks.com/10-wrong-ways-to-use-commas.htm

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