Christ. It’s like knotweed isn’t it? Decades of juniors in the U.K. bending over and shoving stuff in to docs and nobody pushing back. Sodomy by any other name,
US lawyers lose the plot with their drafting but generally are way more impressive than UK lawyer in terms of overall confidence and spoken fluency. Your average UK lawyer on a call is all about “scene setting” and “stepping back” like some cut price Keir starmer Pygmy god then getting into some turgid and balls aching tedious detail on an SPA. whereas a US lawyer says it in a fraction. of the time while exuding small slip on shoe and t shirt beneath button down collar evil
Buzz.27 Mar 24 18:00 We need to put in a clause to deal with X there’s already a clause to deal with X well I'm going to out another clause in to deal with X out of an abundance of caution; will it be consistent with the existing clause which deals with ; Oh yes mostly fcuk me, I have this exact situation (this exact situation).
Fixed it. No lines spacing or meaningdul punctuation thx.
Even though we are both using law firms let’s PUT A BIG BIT OF TEXT IN THE AGREEMENT THAT SAYS THAT WE REALLY AND TOTALLY AGREE THAT WE INDEMNIFY THE INDEMNIFIED AND WAIVE ALL RIGHTS TO JURY TRIALS AND ALSO AGREE THAT LIABILITY SHALL FLOW FROM etc
I know someone who is trying to put this in to an employment settlement agreement
uk counsel are tearing their hair out trying to explain why this won't work but US lawyer has "found a case" about sailors being barred from claims so "it must be possible" when dealing with a random disgruntled sales manager
Point being, before one of rof’s buskers strikes up the band, that murcan lawyers don’t understand basic local things like PAYE, all whilst trying to assert their absurd Wild West drafting.
I find their manner on negotiation calls less than impressive - the standard retort is ‘I’ve never seen a warranty/indemnity like this [very standard thing] ever before in my career’. A discussion becomes pointless, no middle ground is found and we all retreat back to the modern form of shit-lawyer negotiation…..the annotated issues list.
Had a clause yesterday that said we waived any rights of enforcement under the Agreement
Had one recently which provided for an indemnity in favour of a broker and its officers against any losses they may suffer as a result of us suing them for breach of the engagement letter. Tossers.
I have a lot of US colleagues and I do find their drafting long-winded/difficult to follow because they don't use a lot of punctuation or sub-clauses to break the text up.
On this very point, I have asked US lawyers to get on a call today to explain their liability provisions because I have read them multiple times and still cannot work out what they are trying to include or exclude. So much cross referencing and repetition.
They want to charge you to have to tell you what they have written.
There is no interest in the US in making things easier for your client, in plain English - its a power game - you now need me to tell you what I have agreed for you.
The reality is that most, when quizzed, dont actually know why they are including stuff. I had a partner at K&E tell me that he didnt know what an indemnity was and how it was different to a breach of contract claim. Maybe he was lying - but he sounded geneuinely surprised when i explained the difference (and why an indemnity for breach of contract is largely inappropriate). We were discussing English law - which he seemed cool enough to be discussing for his £1200 an hour.
We were discussing English law - which he seemed cool enough to be discussing for his £1200 an hour.
To be fair, as an English lawyer, I do enjoy discussing the meaning of "hold harmless" in some US state governed clauses which read "A indemnifies and holds harmless B...". It is possible to get US lawyers in a right twist on that point. I don't generally charge my clients £1,200 an hour for doing so though.
Maybe he was lying - but he sounded geneuinely surprised when i explained the difference (and why an indemnity for breach of contract is largely inappropriate).
Indemnity clauses are fairly standard in us docs
I can see how the debate arose they would expect to see an indemnity clause and some exculpation
Fook being accountable for your actual contractual obligations!
They gave them to a US law firm with the specific instruction to make then as one side as possible.
In the bidding stage it is a condition of bidding that if you win you accept the contract as drafted.
The law firm had a golden opportunity to draft the most cross-refenced, definition-heavy, US law to the nth degree of arsewipeyness beast of a contract the world has ever seen. And they excelled themselves.
(Un)fortunately there is no need to actually work your way through the provisions because, as the counter party, you are fooked, double fooked and triple bent over and reamed in every single clause.
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Well only rob you with a fountain pen.
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How is it like knotweed?
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It infests otherwise acceptable places and is impossible to root out,
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We need to put in a clause to deal with X
There's already a clause to deal with X
Well I'm going to out another clause in to deal with X out of an abundance of caution.
Will it be consistent with the existing clause which deals with X?
Oh yes. Mostly.
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Buzz.27 Mar 24 18:00
We need to put in a clause to deal with X
There's already a clause to deal with X
Well I'm going to out another clause in to deal with X out of an abundance of caution.
Will it be consistent with the existing clause which deals with X?
Oh yes. Mostly.
_________________________________________________________________________________
fcuk me, I have this exact situation
this exact situation
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US lawyers lose the plot with their drafting but generally are way more impressive than UK lawyer in terms of overall confidence and spoken fluency. Your average UK lawyer on a call is all about “scene setting” and “stepping back” like some cut price Keir starmer Pygmy god then getting into some turgid and balls aching tedious detail on an SPA. whereas a US lawyer says it in a fraction. of the time while exuding small slip on shoe and t shirt beneath button down collar evil
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Garbage in garbage out
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Buzz.27 Mar 24 18:00 We need to put in a clause to deal with X there’s already a clause to deal with X well I'm going to out another clause in to deal with X out of an abundance of caution; will it be consistent with the existing clause which deals with ; Oh yes mostly fcuk me, I have this exact situation (this exact situation).
Fixed it. No lines spacing or meaningdul punctuation thx.
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legal documentary drafting is perhaps the highest human art form, although tbh it’s a mix of art and science
generally, the standard of drafting in the city nowadays is shit
use this as a metaphor for the downfall of humanity as you wish
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Thing is, it is.
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Make them read it, only beathing at punctuation.
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The foolscap on the hill
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Even though we are both using law firms let’s PUT A BIG BIT OF TEXT IN THE AGREEMENT THAT SAYS THAT WE REALLY AND TOTALLY AGREE THAT WE INDEMNIFY THE INDEMNIFIED AND WAIVE ALL RIGHTS TO JURY TRIALS AND ALSO AGREE THAT LIABILITY SHALL FLOW FROM etc
And sign that bit separately twice
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Heh
Had a clause yesterday that said we waived any rights of enforcement under the Agreement
Errr
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How often do you have to custom draft stuff rather than using firm templates?
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Asturias Es Mi Patria28 Mar 24 07:30
Had a clause yesterday that said we waived any rights of enforcement under the Agreement
________________________________________________________________________
I know someone who is trying to put this in to an employment settlement agreement
uk counsel are tearing their hair out trying to explain why this won't work but US lawyer has "found a case" about sailors being barred from claims so "it must be possible" when dealing with a random disgruntled sales manager
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Tell the US lawyer to fvck off
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Then send him a link to the enforcement regime at HMRC. that’ll take the syrup out of his coffee. These people are dangerous menaces.
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Point being, before one of rof’s buskers strikes up the band, that murcan lawyers don’t understand basic local things like PAYE, all whilst trying to assert their absurd Wild West drafting.
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I find their manner on negotiation calls less than impressive - the standard retort is ‘I’ve never seen a warranty/indemnity like this [very standard thing] ever before in my career’. A discussion becomes pointless, no middle ground is found and we all retreat back to the modern form of shit-lawyer negotiation…..the annotated issues list.
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Had a clause yesterday that said we waived any rights of enforcement under the Agreement
Had one recently which provided for an indemnity in favour of a broker and its officers against any losses they may suffer as a result of us suing them for breach of the engagement letter. Tossers.
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Our standard position In our contract - is an exclusion of any liability for breach of contract unless gross negligence.
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I have a lot of US colleagues and I do find their drafting long-winded/difficult to follow because they don't use a lot of punctuation or sub-clauses to break the text up.
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and that in itself is a risk (blue pencils and all that).
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It's also like they writing a book with chapter headings and the like and then there are ALL THE random CAPITALS.
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On this very point, I have asked US lawyers to get on a call today to explain their liability provisions because I have read them multiple times and still cannot work out what they are trying to include or exclude. So much cross referencing and repetition.
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This is what they want.
They want to charge you to have to tell you what they have written.
There is no interest in the US in making things easier for your client, in plain English - its a power game - you now need me to tell you what I have agreed for you.
The reality is that most, when quizzed, dont actually know why they are including stuff. I had a partner at K&E tell me that he didnt know what an indemnity was and how it was different to a breach of contract claim. Maybe he was lying - but he sounded geneuinely surprised when i explained the difference (and why an indemnity for breach of contract is largely inappropriate). We were discussing English law - which he seemed cool enough to be discussing for his £1200 an hour.
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Verbose, and strangely old-fashioned. Annoying fonts, too.
"True-up"
Shudders
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Also, when did ‘amendments’ become ‘edits’?
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To be fair, as an English lawyer, I do enjoy discussing the meaning of "hold harmless" in some US state governed clauses which read "A indemnifies and holds harmless B...". It is possible to get US lawyers in a right twist on that point. I don't generally charge my clients £1,200 an hour for doing so though.
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Indemnity clauses are fairly standard in us docs
I can see how the debate arose they would expect to see an indemnity clause and some exculpation
Fook being accountable for your actual contractual obligations!
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Wait till you see United Nations contracts.
They gave them to a US law firm with the specific instruction to make then as one side as possible.
In the bidding stage it is a condition of bidding that if you win you accept the contract as drafted.
The law firm had a golden opportunity to draft the most cross-refenced, definition-heavy, US law to the nth degree of arsewipeyness beast of a contract the world has ever seen. And they excelled themselves.
(Un)fortunately there is no need to actually work your way through the provisions because, as the counter party, you are fooked, double fooked and triple bent over and reamed in every single clause.
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heh @ the white shoe cabal sending out their minions to dislike my post above
touched a nerve clearly
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p.s. NOTICE TO NEW HAMPSHIRE RESIDENTS
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So does an indemnity under US law (say new york) have the same meaning as england and wales?
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shift+f3 is ur friend, as any soldja knows
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