My least favourite contract style

When someone takes something like FIDIC and then prepares 40 pages of particular conditions amending every single clause in the fooking thing. 
 

Just rewrite it as one bloody contract so I don’t have to mentally jigsaw it all together you feckers.

 

IMO it’s even worse than something like the microsoft licensing documents that cross refer to 230 other documents. 

Yes construction contracts are beastly things- a good way of preparing them would be to have the amendments slotted into the standard conditions whilst highlighting (different coloured font or whatever) the amendments and having strike-through for deletions. 
 

But lawyers like to keep things complicated so stick to the jigsaw method.

Detailed amendments set out one by one in schedules should be banned. Always amend and restate.

Some asian banks used to have an actual policy requiring the former approach, presumably because, like many asian business practices, they were addicted to wasting everyone’s time and believed more work equalled better work. 

Organisations like that should be kicked out of the SWIFT system and have their licences revoked by their central banks.

Evil. I bet risky does this.

I’m not sure why it’s the construction lawyers who seem to stick to this ridiculous method the most though. 
 

at the end of the day I’d say that less than 15% of the contract was the ‘original’ text.. what is even the point ? 

I would have to interject with every US law contract ever drafted.  Those boys do not like the full stop, let alone paragraphs.  I think white space was outlawed by the supreme court in 1962 on the grounds that it breached the first amendment.

i hve seen grown men cry when asked to explain the ratio test in a high yield doc.

CLLS form of certificate of title.  You have to pretend a (say) lease says exactly and precisely what they want it to say and then mangle the english language to give pages of exact and precise exceptions.  Just read the fooking lease.    

I’ve read many US law contracts that were less frustrating than this Wang. 
 

I mean yes they are shit.. but at least the shit is confined to the same page and I’m not counting three paragraphs, forth line after the words ‘c’ insert ‘random bullshit’ for 80 odd pages 

 

I dont think that's fair laz, have you never looked at english law sov bonds?

dear greece,

here is €8bio.  Please look after it.  And at some point, if it's convenient, please could you let me have it back?  No, no any time in 2076 is fine.

 

yours,

helmut

That seems like excellent plain English drafting to me Wang. 
 

assuming one never actually wants their cash back. 

I once went to ING’s London HQ and they had an original bond doc from like 1796 on display

Love the 80s style bond documents where they refused to use any punctuation, full stops included. 

I must confess that back in my days in the Wild West of the Middle East… I did once see a ‘loan’ agreement  for several hundred million dollars that was very close to Wang’s 07:55.

It was two pages long.. and one entire page was taken up by the signature blocks. 
 

rather unsurprisingly they were in dispute.. and if I recall correctly one of the signatories may have ended up in prison over it all. 

funnily enough I think FIDIC is the least annoying of the construction standard forms, because people do generally accept that it's more efficient to have a whole contract (ie a long-form version of the General Conditions amended as necessary, rather than dicking around with the Particular Conditions).

don't get me started on the JCT and NEC (bleurgh...) - indicipherable mess of constituent parts which no-one seems willing to coalesce into a coherent document.

I think it largely comes down to the fact the technical people only really care about a few clauses so leave the rest to the lawyers, so it becomes this weird soup of standard parts and schedules of amendments.

in my PP days if any client suggested using a FIDIC schedule of amendments I would immediately say the cost of the EUR 920 licence payable to FIDIC for an editable form of the General Conditions would be dwarfed several-fold by the extra time and faff of having to create and negotiate a schedule of amendments. 

Scylla, I once had to opine on an intercompany guarantee in the context of a mega insolvency.

To paraphrase, the letter of guarantee for a subsidiary said yeah, don't worry mate, she'll be right.

But my colonial overlords required that I provide a reasoned explanation as to why it was [valid/invalid, I honestly forget which] for several billion $.

I think I spent about £25,000 of time on it.  My essay was about 15 pages long and full of obscure case law.

It may simply be that the construction standard forms aren't provided as amendable text versions. Charterparty standard forms are frequently amended by showing the amendments against the standard text in underlining/bold and strikethrough. This works really well. The brickies should do the same. 

Kimmy those certificates are one of the things I hated about doing commercial property work.  Constantly flipping back and forth to work out what someone is trying to tell you in a three sentence summary of an ancient conveyance.

Heffalump07 Dec 22 10:22

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It may simply be that the construction standard forms aren't provided as amendable text versions. Charterparty standard forms are frequently amended by showing the amendments against the standard text in underlining/bold and strikethrough. This works really well. The brickies should do the same. 

FIDIC is amendable but you have to pay them for a word file.

NEC has largely developed its own ecosystem where you bang in a load of Z clauses. 

 

Do US lawyers (as in those actually across the Atlantic not Brits working in London offices of US firms) still do contracts in huge single sentences IN FULL CAPS.??

What Pug said. 
 

they are amendable but these people are clearly too cheap to pay for the proper licence. 
 

bet they paid 10 times as much in legal fees to draft the particulars and amendments though. 
 

idiots. 

only the super important clauses r awarded capitalisation. like indemnity waivers. under the federal law of the state of new jerseylandiana, it means that u have really waived rather than just slightly waived

I’m surprised there isn’t case law for the best font/size and capital combination to make sure it’s REALLY REALLY waived knowing the yanks 

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