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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. […]

George Bernard Shaw quipped that “nothing is accomplished by reasonable men.” Contracts, however, often require parties to make “reasonable efforts,” “commercially reasonable efforts,” or “best efforts.” These phrases are not interchangeable. Here is what these efforts standards actually mean in practice: In the U.K. and other Commonwealth jurisdictions, “efforts” are typically phrased as “endeavours.” The

James Madison remarked that “if men were angels, no government would be necessary.” Madison’s statement—antiquated gendering aside—applies not only to governance of countries, but also to governance of contracts. If there is never a dispute, the governing law clause is never invoked. Disputes do indeed happen, and governing law determines how they get resolved. Despite

Mark Zuckerberg famously urged startups to “move fast and break things.” For most startups, action and traction are the name of the game. VC funding often depends on having paying customers using a company’s products. This bias toward motion often means not letting little things get in the way of building a business. While understandable

Sophocles famously warned us to “do nothing secretly; for Time sees and hears all things, and discloses all.” While that may be true in the long run, modern business often begins with secrecy—frequently imposed by contract. Enter the one-way NDA. A one-way NDA is a non-disclosure agreement that protects only one party: the discloser of

Every January comes with a familiar ritual: new regulations, new enforcement priorities, new anxieties, and resolutions to handle things differently. Some of it matters. Much of it doesn’t—at least not in the way headlines suggest. In practice, most legal risk in tech companies doesn’t come from surprise rule changes. It comes from predictable pressure points

Thanksgiving is known as a time for food, family, and football. Gratitude and giving thanks are, of course, important—but they’re often relegated to pro forma, name-checked, #blessed status. In business, though, saying “thank you” can be surprisingly powerful. It can also reduce legal risk. In commercial relationships, expressions of appreciation do more than improve morale.

The death of email has been predicted for decades. It has nonetheless survived and endured—for good and for ill—as the dominant medium of formal business communication. Proposals get attached on emails. Key terms get ironed out and approved over email threads. Default and termination notices land in inboxes. But email is not just a productivity

Emojis are everywhere. Chances are, we’ve all used a few of them today. But a “wink,” “thumbs-up,” or “okay” emoji isn’t just a cute expression—it can carry legal significance when used in business communication. In a 2023 Saskatchewan case (South West Terminal Ltd. v. Achter Land & Cattle Ltd.), a farmer replied 👍 to a

Every business has secrets it wants to protect. Trade secrets have value and no one wants dirty laundry aired by business partners. But how should secrets be kept? To the uninitiated, the two main methods—confidentiality clauses and non-disclosure agreements (NDAs)—seem like a belt and suspenders: overlapping contract language protecting the same secrets. But they serve