People frequently ask me whether they should hire a lawyer. Asking a lawyer whether you should hire one is somewhat akin to asking a barber if you need a haircut. The answer, however, is a much more nuanced—but still very lawyerly—“it depends.” Involving a lawyer costs both money and time; these outlays should be subject […]

What is boilerplate? Stephen Pinker wrote that “what distinguishes legal boilerplate is its combination of archaic terminology and frenzied verbosity.” The term boilerplate originated in the late 19th century newspaper industry, where pre-cast iron plates similar to those used in steam boilers were used to print pre-selected articles. In contracts, “boilerplate” means default terms that

As Kenny Rogers sang, you gotta “know when to hold ’em, know when to fold ’em.” Contracts are no different. Many businesses get stuck in bad contracts because they ignore—or avoid hard conversations about—termination rights. This leaves them holding onto a bad deal when they should be folding. This post breaks down termination clauses. Specifically,

One of the most frequent pain points inside any business is distinguishing what is business and what is legal. Everything is ultimately business if it touches the bottom line. Everything is effectively legal if it touches on some obligation or liability. Strong—or weak—personalities can easily shift something from one box to the other. Business vs.

Contracts allocate risk. But when the rubber hits the road, how is that risk actually divided? Ultimately, through courts or arbitrators. When a contract is enforced, adjudicators must determine what it says, whether it was breached, and what remedies apply. The real question is how they make those determinations. Because most contracts never get litigated,

Chances are, you’ve been presented with “standard” contract terms. Depending on context, the fact that they are “standard” may feel reassuring. If everyone signs them, why not me? But whose standard is it? Likely not yours. The word standard entered English in the 12th century from the Old French estandart, meaning a military rallying flag

We’ve all been there. We’re negotiating a contract for an employer or client—deep in the weeds on things like pricing, warranties, and logistics. Our boss then turns to us and asks, “Can we sign it?” We’re taken aback, as there are so many moving parts, unknown unknowns, and things we’d prefer to be a little

How do we get what we want in contract negotiations? NBA great Jalen Rose said that “you never get what you deserve; only what you have leverage to negotiate.” Understanding leverage is key to getting closer to what we feel we deserve. But what is “leverage,” anyway? The word has become a negotiating cliché. Leverage

We encounter contracts much the same way that fish encounter water. Contracts are everywhere—so much so that we often forget what they’re for. We most often conceive of contracts as “deals.” The gist is to hold the other side’s feet to the fire. Rarely do we step back and think about what a contract is

Leonardo de Vinci famously said that simplicity is the ultimate sophistication. This rule applies to contracts more than people realize. Many businesses—and quite a few lawyers—assume that longer contracts are inherently better. The assumption is that more pages mean more protection. This assumption is wrong. Good contracts must cover a few important elements with specificity.