phrases and related commentary from Ken Adam's A Manual of Style for Contract Drafting. 

phrases and related commentary from Ken Adam's A Manual of Style for Contract Drafting

kemitchell

mscd

    "comment": "Use standard English instead of \"ab initio\".",

    "comment": "Consider \"in accordance with\" or \"under\" instead of \"according to\".",

  { "phrases": [ "action or proceeding" ],

    "comment": "Replace \"action or proceeding\" with \"proceeding\".",

    "comment": "Clarify \"affiliate\". At the time the contract was signed? When a provision is applied?",

    "citations": [ "GTE Wireless, Inc. v. Cellexis Int'l, Inc., 341 F.3d 1 (1st Cir. 2003)" ],

    "comment": "If \"agreement\" is used as an agreement title, use a more descriptive title if possible. Consider \"contract\".",

  { "phrases": [ "agreement and plan of merger" ],

    "comment": "Replace \"Agreement and Plan of Merger\" with \"Merger Agreement\".",

    "see": [ "Articles of Merger", "Certificate of Merger" ],

  { "phrases": [ "agreement of purchase and sale" ],

    "comment": "Replace \"Agreement of Purchase and Sale\" with \"Purchase Agreement\" or \"Sale Agreement\".",

    "see": [ "Purchase Agreement", "Sale Agreement" ],

    "comment": "Use standard English instead of \"allocatur\".",

    "comment": "Replace \"allonge\" with \"indorsement supplement\", \"indorsement addendum\", or \"indorsement certificate\",",

    "comment": "In an introductory clause, replace \"among\" with \"between\".",

    "comment": "Avoid \"anniversary\" for milestones in months or weeks.",

    "comment": "Be more specific than \"annual meeting\".",

    "citations": [ "Airgas, Inc. v. Air Products & Chemicals Inc., 8 A.3d 1182 (Del. 2010)." ],

    "comment": "When \"applicable\" precedes a noun, consider omitting or use of a more precise term.",

      "am applicable", "are applicable", "be applicable",

      "been applicable", "being applicable", "is applicable",

      "was applicable", "were applicable" ],

  { "phrases": [ "arising out of or relating to" ],

    "comment": "In a dispute resolution provision, state precisely the types of claims, consider \"relating to\", and clearly describe the relevant subject matter. Also consider excluding extracontractual liability.",

      "In re TFT-LCD (Flat Panel) Antitrust Litigation, No. M 07-1827 S1, 2011 WL 2650689 (N.D. Cal. July 6, 2011)",

      "Henderson v. Henderson Investment Properties, L.L.C., 147 Idaho 638, 227 P.3d 568 (2010)" ],

    "sections": [ "13.23", "13.21", "13.32", "13.27", "13.28", "13.29", "13.30" ] },

    "comment": "Replace \"Articles of Merger\" with \"Merger Agreement\".",

    "comment": "To require compliance, \"as amended\" serves no purpose. To refer to a provision or definition, replace with \"as in effect on the date of this agreement\" or \"as in effect at any time\".",

  { "phrases": [ "as liquidated damages and not as a penalty" ],

    "comment": "When providing for liquidated damages, explain why liquidated damages are appropriate and why damages are difficult to estimate.",

      "Restatement (Second) of Contracts §356 cmt. c (1981)",

      "Ludlow Valve Manuf. Co. v. City of Chicago, 181 Ill. App. 388 (1913)" ],

    "comment": "Consider \"as applicable\" and \"whichever applies\" instead of \"as the case may be\".",

    "comment": "When effecting an attornment, replace \"attorn\" with \"consent\" and consider \"attornment\" as a section heading. Under Canadian law, see notes in MSCD.",

    "comment": "Consider omitting \"automatically\". When expressing a legal fiction, replace with \"deem\".",

    "comment": "Clarify whether \"because\" refers to a sole cause.",

    "citations": [ "Gross v. FBL Financial Servs., Inc., 557 U.S. 167 (2009)" ],

      { "re": "\\bbest of .+'s knowledge\\b" } ],

    "comment": "\"To the best of X's knowledge\" is the same as \"to X's knowledge\".",

    "sections": [ "appendix 2, pages 454-455" ] },

  { "phrases": [ "including but not limited to" ],

      "including but not limited to", "including, but not limited to",

      "including (but not limited to)" ],

    "comment": "The phrase \"including but not limited to\" should as a general matter be absent from your contracts.",

  { "phrases": [ "including without limitation" ],

      "including without limitation", "including, without limitation",

      "including (without limitation)" ],

    "comment": "The phrase \"including without limitation\" should as a general matter be absent from your contracts.",

  { "phrases": [ "in consideration of the foregoing" ],

    "comment": "The phrase \"in consideration of the foregoing\" should as a general matter be absent from your contracts.",

  { "phrases": [ "incorporated by reference" ],

    "comment": "The phrase \"incorporated by reference\" should as a general matter be absent from your contracts.",

  { "phrases": [ "indemnify and hold harmless" ],

    "comment": "The phrase \"indemnify and hold harmless\" should as a general matter be absent from your contracts.",

    "comment": "The phrase \"in lieu of\" should as a general matter be absent from your contracts.",

    "comment": "The phrase \"in the event of\" should as a general matter be absent from your contracts.",

    "comment": "The phrase \"in witness whereof\" should as a general matter be absent from your contracts.",

  { "phrases": [ "it being understood" ],

    "comment": "The phrase \"it being understood\" should as a general matter be absent from your contracts.",

  { "phrases": [ "may at its sole discretion" ],

    "comment": "The phrase \"may at its sole discretion\" should as a general matter be absent from your contracts.",

    "comment": "The phrase \"moral turpitude\" should as a general matter be absent from your contracts.",

    "comment": "The phrase \"notwithstanding\" should as a general matter be absent from your contracts.",

    "comment": "The phrase \"now therefore\" should as a general matter be absent from your contracts.",

    "comment": "The phrase \"of any kind\" should as a general matter be absent from your contracts.",

    "comment": "The phrase \"prior to\" should as a general matter be absent from your contracts.",

  { "phrases": [ "provided, however, that" ],

    "comment": "The phrase \"provided, however, that\" should as a general matter be absent from your contracts.",

    "comment": "The phrase \"provided that\" should as a general matter be absent from your contracts.",

    "comment": "The phrase \"pursuant to\" should as a general matter be absent from your contracts.",

    "comment": "The phrase \"remit\" should as a general matter be absent from your contracts.",

    "comment": "The phrase \"remittance\" should as a general matter be absent from your contracts.",

  { "phrases": [ "represents and warrants" ],

    "comment": "The phrase \"represents and warrants\" should as a general matter be absent from your contracts.",

  { "phrases": [ "reserves the right to" ],

    "comment": "The phrase \"reserves the right to\" should as a general matter be absent from your contracts.",

    "comment": "The word \"said\" should as a general matter be absent from your contracts.",

    "comment": "The phrase \"same\" should as a general matter be absent from your contracts.",

    "comment": "The phrase \"set forth in\" should as a general matter be absent from your contracts.",

    "comment": "The phrase \"shall be\" should as a general matter be absent from your contracts.",

  { "phrases": [ "shall have the right to" ],

    "comment": "The phrase \"shall have the right to\" should as a general matter be absent from your contracts.",

    "comment": "The phrase \"sole and exclusive\" should as a general matter be absent from your contracts.",

    "comment": "The phrase \"such as\" should as a general matter be absent from your contracts.",

    "comment": "The phrase \"subsection\" should as a general matter be absent from your contracts.",

  { "phrases": [ "termination or expiration" ],

    "comment": "The phrase \"termination or expiration\" should as a general matter be absent from your contracts.",

  { "phrases": [ "terms and conditions" ],

    "comment": "The phrase \"terms and conditions\" should as a general matter be absent from your contracts.",

    "comment": "The phrase \"that certain\" should as a general matter be absent from your contracts.",

    "comment": "The phrase \"third party\" should as a general matter be absent from your contracts.",

  { "phrases": [ "throughout the universe" ],

    "comment": "Replace \"throughout the universe\" with \"wordwide\".",

  "description": "phrases and related commentary from Ken Adam's A Manual of Style for Contract Drafting",

  "author": "Kyle E. Mitchell <kyle@kemitchell.com> (https://kemitchell.com/)",

    "format": "lispy-json < index.json > index.json.lispy && mv index.json.lispy index.json",

		{
		"name": "mscd",
		"description": "phrases and related commentary from Ken Adam's A Manual of Style for Contract Drafting",
		"version": "0.1.4",
		"version": "0.1.5",
		"author": "Kyle E. Mitchell <kyle@kemitchell.com> (https://kemitchell.com/)",
		@@ -6,0 +6,0 @@ "devDependencies": {

		@@ -792,6 +792,10 @@ [ { "phrases": [ "ab initio" ],
		"sections": [ "appendix 2, pages 454-455" ] },
		{ "phrases": [ "including but not limited to" ],
		{ "phrases": [
		"including but not limited to", "including, but not limited to",
		"including (but not limited to)" ],
		"comment": "The phrase \"including but not limited to\" should as a general matter be absent from your contracts.",
		"sections": [ "appendix 2, pages 454-455" ] },
		{ "phrases": [ "including without limitation" ],
		{ "phrases": [
		"including without limitation", "including, without limitation",
		"including (without limitation)" ],
		"comment": "The phrase \"including without limitation\" should as a general matter be absent from your contracts.",
		@@ -798,0 +802,0 @@ "sections": [ "appendix 2, pages 454-455" ] },

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