Category: Write

Irrational, arbitrary, illogical

The literal reading of a formula for rent increases was irrational, arbitrary or illogical. But what were the court’s powers to override an express clause in the lease? The purpose of the clause was to increase the rent each year by a cost of living rate (the retail price index).

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Poor writing is why you can’t understand contracts

‘There are two things wrong with almost all legal writing. One is its style. The other is its content’ – Fred Rodell (1936). Despite having nearly 100 years to improve, legal writing is still awful. Researchers in cognitive science from MIT (Massachusetts Institute of Technology, USA) have analysed the major

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Only if you comply

When considering UK construction standard form contracts, it has been clear to most users that the NEC suite contains a condition precedent or time-bar clause, whilst the JCT suite does not. Conditions precedent under the JCT suite Strictly speaking, that view has not been true since Walter Lilly v Mackay

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The pompous pedestal?

Lawyers are coached into an ‘unnatural way of being’ (according to Elizabeth de Stadler of Novcon) which covers how they behave in meetings, how they interact with colleagues and clients and how they write – from emails to contracts. She says we need to unlearn those behaviours as they create

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Limiting letters of intent

Financial limits in letters of intent are used to protect the client – because they rarely include a fixed price and are relying on ‘reasonable costs’ – and as an incentive for the contractor to sign the full contract.   These limits on the client’s liability to pay for works are

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Don’t take it literally

There are two ways that law courts (at least in England) have interpreted contracts: literally and purposefully. The literal approach is the more classic or traditional way of interpreting documents. The problem with the literal approach is that it led contract writers into a number of sins: very detailed drafting

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Pedants or public?

Who do we… who should we write contracts to please? Not, as you’ve noticed, who do we write contracts for. But who should we write contracts to please. If a client asks me to write a contract for their business, there are two primary readers I need to consider: my

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Using and sharing info

Often in contracts, clauses relating to using and sharing information are split into ‘legal chapter headings’ ie topics that make sense to the contract writer but don’t necessarily reflect the needs of the contract user. When I create contracts I prefer a user-focused heading like ‘using and sharing documents and

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Dastardly definitions

The benefit of using a Defined Term (usually with initial capital letters) in a contract or legal document is that it makes it easier to read, and consistent. However… when used to excess they can easily backfire: elements of the commercial deal do not belong in a definitions section, acronyms

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Bin your boilerplate

Boilerplate (a term adopted from the printing industry) refers to a series of short clauses at the end of a legal document or contract, often grouped under a heading of ‘general’ or ‘misc’. But this approach, treating them as irrelevant small print shoved at the back and rarely read, undermines

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