December 2005 Archives

I haven't posted here in months. I've been focusing on other things. In May I started a new job. In July my wife and I bought a house. Many weekends of working on the house and yard ensued, interspersed with big projects for work.

I don't know that my schedule is going to get any easier to deal with, but I'm hoping to have time enough to write a little more often.

In general, life is going pretty well for me. I've had a good year, yet one that's been salted with plenty of reminders not to take good things for granted.

Dave Winer regrets not having had a lawyer review a deal.

Get it in writing, and have a lawyer review it. Ask Jason Calacanis, who wisely says if a deal is worth doing, it's worth having a lawyer write it up. If it's not worth that, then don't bother.

Dave writes from the perspective of someone who feels he was taken for a ride, but it's also good to have a lawyer involved even if the people on the other side of the deal have the utmost integrity. Honest misunderstandings happen, and a good lawyer can help avoid them before they happen. No one can avert all possible misunderstandings, but one can reduce the risk and, in the process, increase the likelihood that the agreement between the parties has the intended legal effect.

Lawyers have a love-hate relationship with the comma. Recently, I've noticed that they've been trying to avoid the comma as much as possible by simply eliminating them from sentences. And it's no wonder, because they've been quite properly told that the proliferation of commas in their sentences looks like a row of icicles dangling from the edges of a roof after an ice storm. Many writers who just strike commas with abandon fail to realize that the comma is a symptom of their writing problems, not the problem itself.

I see the adverse effects of comma elimination most often in contract drafting. Instead of including commas in the right places to ensure that subordinate clauses and prepositional phrases modify the correct terms, lawyers sometimes create sprawling run-on sentences that lack those curly guideposts to help the reader sort out what modifiers apply to what terms. Sometimes, this practice doesn't create ambiguity, but quite often it does — I spent ten minutes the other day trying to decode a sentence that lacked commas in the right places. Because of a missing comma, the literal text meant something very different from what its author had intended.

There's a catch — a sentence is no less a run-on because it has commas in the right places. Some attorneys feel that the period places too firm a separation between concepts or events that they want to connect. In the effort to make matters clear, they construct sentences that span five, six, even ten lines of type. A maze often results. On the other hand, sometimes breaking the same content out into separate sentences requires one to use even more words to make sure that the ideas connect properly. The drafter must strike an appropriate balance.

I suggest that to the extent possible, lawyers should avoid long, overwrought sentences. But if one must use long sentences with lots of dependent clauses, one must equally take care to ensure that commas appear in exactly the places where they're needed. The effort to cram a complicated idea into a single sentence is fruitless if a lack or overabundance of punctuation distorts the sentence's meaning.