Welcome to Drafting Clearer Contracts: On Demand

On Demand Update: September 2026

A Bit About Me

Be an Informed Consumer of Contract Language!

Mainstream Contract Drafting Is Dysfunctional

Why No One Critiques My Recommendations

What About Artificial Intelligence?

The Manual’s Guidelines Apply Internationally

What’s the Role of Caselaw in Contract Drafting?

Deciding on Contract Language Shouldn’t Be Just for Lawyers

What Topics Do the Videos Cover?

Inertia at the Level of the Individual

Inertia at the Level of the Organization

Implementing Change If You’re the One Drafting

Implementing Change When Reviewing

Why "A Manual of Style for Contract Drafting" Isn’t a Style Guide, and Why that Probably Doesn’t Matter

Instead of Copy-and-Pasting, Make a Fresh Start

Contract Language Shouldn’t Be Archaic

Contract Language Shouldn’t Be Legalistic

Contract Language Shouldn’t Be Confusing

Contract Language Should Express Ideas without Redundancy

Contract Language Shouldn’t Repeat Itself

Contract Language Should Be Consistent

Contract Language Should Be Concise

Contract Language Should Be Accessible

Contract Language Shouldn’t Seek to Persuade

Contract Language Should Be Restrained in Attempting to Preempt Judicial Discretion

Contract Language Should Serve a Useful Purpose

Don’t Expect Contract Language to Be Simple

Choosing the Title of a Contract

Using “Agreement and Plan of Merger” as a Title

Date a Contract Using the Date It’s Signed, Not a Date Based on Timing of Performance

The Strange Story of "Between" Versus "Among" in the Introductory Clause

Use "The" with Party-Name Defined Terms That Consist of a Common Noun

Don't Use "Party" As a Defined Term

Don’t Use "This Agreement" as a Defined Term

Using Recitals to Tell a Story

"Intending to Be Legally Bound" Should be Irrelevant

Don’t Give Headings to the Parts of the Front of the Contract

All-Capitals Archaisms in the Recitals and the Lead-In

Get Rid of Recitals of Consideration

More Silliness from Backstop Recitals of Consideration: "Good and Valuable Consideration"

The Front of the Contract (Quiz)

"The Categories of Contract Language" Is the Antidote to Verb-Structure Chaos

Be Systematic in Applying the Categories-of-Contract-Language Framework

Use the Third Person in Business Contracts

The Active Voice and the Passive Voice

The Active Voice and the Passive Voice (A Note About the Quizzes)

The Active Voice and the Passive Voice (Quiz)

The Active Voice and the Passive Voice (Advanced Quiz)

Throat-Clearing!

Throat-Clearing! (Quiz)

Consolidating Deal Points

Language of Performance

Using Language of Performance to Express Performing Services

Using Language of Performance for Granting Language

Language of Performance (Quiz)

Language of Obligation Imposed on the Subject of a Sentence

Overuse of “Shall”

The “Has a Duty” Test

Some Verb Structures Not to Use for Expressing Obligations

Language of Obligation Imposed on Someone Other Than the Subject of a Sentence*

Using “Shall Cause”

If Complying with an Obligation Is Uncertain or Impossible

Imposing Obligations to Stop Something from Happening

Some Related Obligations Terminology (Including "Covenant")

Language of Obligation (Quiz)

Using "May" to Grant Discretion

Don’t Use "May" for Discretion That Doesn’t Arise Under the Contract

Be Explicit Whether Discretion Is Limited

The Ambiguity in "May … Only"

Using "May" to Express an Exclusive Option

Using "Might", Not "May", to Express Possibility

"May Require" and "May Request"

Don’t Use "At Its Sole Discretion" with "May"

When Exercising Discretion Depends on Another’s Obligation

"Is Not Required To"

"Is Not Prohibited From"

Language of Discretion (Quiz)

"Shall Not"

Expressing Prohibition Using Collective Nouns

Expressing Prohibition Using an Exception to Language of Discretion or Obligation

Language of Prohibition (Quiz)

Verbs in Language of Policy

Buried-Actor Policies

Use of the Passive Voice

Using Language of Policy to Obfuscate

Language of Policy (Quiz)

Relevant Terminology for Expressing Conditions

Three Ways of Expressing Conditions

A Condition Doesn’t Make Sense If It Can Be Ignored

A Condition Might Not Be the Only Condition

Structure and Function

The Position of the Conditional Clause

Using an "If … Then" Structure

Verbs in the Conditional Clause and the Matrix Clause

Choosing Between Positive and Negative in the Matrix Clause

Expressing Conditions Using a Conditional Clause (Quiz)

Using "Must"

Expressing Conditions Using Language of Obligation (Quiz)

Structure and Verb

Expressing Conditions Using Language of Policy (Quiz)

The Two Kinds of Assertion of Fact

Using "Represents and Warrants"

The Remedies Rationale for "Represents and Warrants"

The Timeframe Rationale for "Represents and Warrants"

English Law and Practice Regarding "Represents and Warrants"

"Represents and Warrants" Is Conducive to Disorder

Using "States" Instead of "Represents and Warrants"

Addressing Remedies Directly

Don’t Use Future Facts

Some Terminology Relating to Statements of Fact

Language of Declaration (Quiz)

What Happened to “Language of Intention”?

"Shall" and "May" in Restrictive Relative Clauses

Don’t Use Dual Verb Structures

A Word About Layout

Two Kinds of Concluding Clause, or No Concluding Clause

Strange Stuff in Traditional Concluding Clauses

The Purpose of Defined Terms

Don’t Define Terms in the Singular and Plural

Don’t Use Alternative Defined Terms

Use Initial Capitals for Defined Terms

A Word About Autonomous Definitions and Integrated Definitions

Definitional Verbs for Autonomous Definitions

Don’t Stuff Autonomous Definitions

Don’t Use Reverse Autonomous Definitions

Clarifying the Scope of Integrated Definitions

Whether to Define a Term in a Definition Section or On-Site

Where to Put a Definition Section

Cross-Referring to Definitions

The Value of Defined Terms Should Exceed Their Cost

Defined Terms (Quiz)

Ambiguity of the Specific Versus the General?

Sources of Uncertain Meaning in Contract Language (Quiz)

The Function of “Efforts” Standards

The Components of “Efforts” Standards

What People Think “Efforts” Standards Mean

Caselaw on Differences Between “Efforts” Standards

Why a Hierarchy of “Efforts” Standards Is Unworkable

The Elements of Misinterpretation

How to Draft “Efforts” Provisions

Defining “Reasonable Efforts”

Negotiating “Efforts” Provisions

“Reasonable Efforts” and Its Variants (Quiz)

“Material” Is Not Only Vague, It’s Also Ambiguous

The Latest on “In All Material Respects”

Double Materiality Is a Nonissue

“Material” and “Material Adverse Change” (Quiz)

A Taxonomy of References to Time

Join the Day-Month-Year Revolution!

“Date” and “Day”

Prepositions Used to Refer to a Day

When in a Day a Point in Time Occurs

Avoiding Confusion by Stating the Time of Day

The Time of Day as a Boundary Between Periods of Time

Saying Which Time Zone Applies

How Long You Have for Taking Action After an Event Occurs

Backward- and Forward-Looking Periods of Time

Don’t Use Confusing Points in Time

Don’t Use "Within"

Which Unit of Time to Use

Using "Not Less Than" to State a Period of Time

Using a Time of Day for the End of a Period of Time

"During the Period"

"Will Have" Plus a Period of Time

Apportioning Quantities Per Unit of Time: Possible Meanings

Apportioning Quantities Per Unit of Time: Handling Short Periods

Apportioning Units of Time

References to Time: Some Words and Phrases

Avoiding Confusion by Adding a Time Component

Ambiguity of the Part Versus the Whole: An Introduction

Ambiguity of the Part Versus the Whole (Quiz)

Syntactic Ambiguity: An Introduction

Right-Node-Raising Pivot Ambiguity!

Syntactic Ambiguity (Quiz)

Fluff Words (Including "Actively", "Actually", and "Affirmatively")

Legalistic Words (Including "Abrogate", "Allonge", and "Attorn")

"Arising Out Of or Relating To"

"As Amended"

"As Liquidated Damages and Not as a Penalty"

"Automatically"

"Basis" (Including "Timely")

"Certify"

"Consequential Damages"

"Coupled with an Interest"

Curing Breach

"Deem"

"Default"

"Disclaim"

"During the Term of this Agreement"

"End", "Terminate"

"Execute and Deliver"

"Fails To"