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Late Tuesday Night Open Thread

By Big Tent Democrat, Section Blog Related
Posted on Tue Oct 13, 2009 at 09:33:31 PM EST
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You are on your own now. After today, some false hope:

This is an Open Thread.

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    Late Tuesday Night Open Thread | 33 comments (33 topical)

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    I have a question: (none / 0) (#1)
    by andgarden on Tue Oct 13, 2009 at 09:35:14 PM EST
    when did people who write contracts get together and decide that paragraph-long sentences were acceptable?

    It's a business enhancement technique (5.00 / 1) (#2)
    by Big Tent Democrat on Tue Oct 13, 2009 at 09:37:07 PM EST
    Takes a lawyer to decipher them.

    Parent
    Yeah, I think so too (none / 0) (#4)
    by andgarden on Tue Oct 13, 2009 at 09:39:59 PM EST
    It seems to me like there are some professional responsibility problems with that, but. . .

    Parent
    Profressional responsibility? (5.00 / 1) (#5)
    by Big Tent Democrat on Tue Oct 13, 2009 at 09:40:48 PM EST
    What's that again?

    Parent
    Exactly (none / 0) (#6)
    by andgarden on Tue Oct 13, 2009 at 09:42:42 PM EST


    Parent
    Job Security (5.00 / 1) (#3)
    by Maryb2004 on Tue Oct 13, 2009 at 09:37:38 PM EST
    Of course. :)

    Parent
    And full employment, if you can stand it. (none / 0) (#7)
    by oculus on Tue Oct 13, 2009 at 10:00:46 PM EST


    Parent
    It's the fault of litigators, of course. (5.00 / 1) (#12)
    by Maryb2004 on Tue Oct 13, 2009 at 10:10:30 PM EST
    Every time they go to court over a contract clause it turns out you should have added something to make it even clearer.  More cases, more words to add.  All to make it CLEARER what you meant.  Until finally someone complains that it is unreadable. :)

    Parent
    I spent maybe a week once reviewing (none / 0) (#13)
    by oculus on Tue Oct 13, 2009 at 10:12:15 PM EST
    and comparing commercial leases.  Then got a different job.  

    Parent
    All real estate related contracts (none / 0) (#14)
    by Maryb2004 on Tue Oct 13, 2009 at 10:14:39 PM EST
    are boring.  And even most real estate lawyers I know hate reviewing leases.  They are either so standard you fall asleep or so badly drafted you don't know where to start.  

    Parent
    Which is probably why I was asked to do (none / 0) (#19)
    by oculus on Tue Oct 13, 2009 at 10:31:32 PM EST
    it.  New lawyer.

    Parent
    It's either that (none / 0) (#15)
    by andgarden on Tue Oct 13, 2009 at 10:17:11 PM EST
    or corporate lawyers who want to scare litigators away from ever testing their language.

    My latest favorite example of legal writing insanity is Article IV (7)(b)(i) of a recent Chevron certificate of incorporation:

    Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A Participating Preferred Stock with respect to dividends or distributions (except as provided in paragraph (f) below), the holders of shares of Series A Participating Preferred Stock, in preference to the holders of shares of Common Stock, par value $0.75 per share (the "Common Stock"), of the Corporation and any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, in an amount per share (rounded to the nearest cent) equal to the greater of (x) $25.00 or (y) subject to the provision for adjustment hereinafter set forth, 1,000 times the aggregate per share amount of all cash dividends, and 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions (except as provided in paragraph (f) below) other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, since the first issuance of any share or fraction of a share of Series A Participating Preferred Stock. In the event the Corporation shall at any time after the first issuance of any share or fraction of a share of Series A Participating Preferred Stock (A) declare any dividend on Common Stock payable in shares of Common Stock, (B) subdivide the outstanding Common Stock, or (C) combine the outstanding Common Stock into a smaller number of shares, by reclassification or otherwise, then in each such case the amount to which holders of shares of Series A Participating Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.


    Parent
    Seriously (none / 0) (#17)
    by Maryb2004 on Tue Oct 13, 2009 at 10:22:42 PM EST
    what's wrong with that paragraph?   What words would you eliminate?  It seems very clear to me.  Sure I could change a few words but it at least makes sense.   I've see FAR worse. By which I mean paragraphs just as long that don't make any sense because they were drafted by someone who didn't know what they were doing.

    I am being serious.  How would you re-write it?  

    And scare litigators away?  

    Puhleeze.

    Parent

    heh, ok, fair enough (none / 0) (#18)
    by andgarden on Tue Oct 13, 2009 at 10:25:39 PM EST
    Maybe it's just me, but I read it as a kind of cruel word problem for naughty math students. And I've seen worse too, but I'm not inclined to go back and dig. . .

    Parent
    imo You can rewrite it to slightly more readable (none / 0) (#20)
    by Maryb2004 on Tue Oct 13, 2009 at 10:33:21 PM EST
    It could possibly be broken up into three separate sentences.  You could put the dividend calculation formula in one sentence and then put the fact the right to receive that dividend is subject to the rights of other classes but prior to the rights of the common stock in another sentence.  Leave the last sentence alone.

    And (counter to every rule you ever learned in elementary school) if you'd make each of those sentences a separate paragraph it would make it much more readable.

    But the words themselves are (almost) all necessary.

    Parent

    I think if you could actually (none / 0) (#21)
    by andgarden on Tue Oct 13, 2009 at 10:36:20 PM EST
    construct it as an outline, it would be better.

    Parent
    It would be better (none / 0) (#22)
    by Maryb2004 on Tue Oct 13, 2009 at 10:41:48 PM EST
    and the best contracts are actually constructed more like outlines.  At least in physical presenation.

    BUT ... clients hate them.  Because it also makes them physically longer - more pages.  

    It's a weird psychological phenomenon.

    Parent

    That's actually a very interesting point (none / 0) (#23)
    by andgarden on Tue Oct 13, 2009 at 10:58:18 PM EST
    You'd think that clients might appreciate the extra length (getting what they're paying for and al).

    People complain about the UCC and the FRCP, but they are actually quite readable compared to some of the contract language I've encountered recently.

    Parent

    Ha. I just was editing (none / 0) (#8)
    by Cream City on Tue Oct 13, 2009 at 10:05:10 PM EST
    a speech I drafted and made a note-to-self for the morning, when I get back to it:

    Need S-V-O sentences.  And try reading aloud.

    Those are broadcast writing guidelines -- S-V-O being good ol' subject-verb-object sentences that don't back in with an adverbial clause first, not always easy to follow when reading one and almost impossible to follow when hearing such a sentence.

    And try reading aloud one of the sentences in one of those contracts.  You'll probably have to stop and take a breath at least twice.  Broadcasters know that's a sentence that's three times longer than it oughta be.

    Oh, I have a lot of editing ahead tomorrow.  That's what I get for drafting the doc too late last night, when I tend to get Faulknerian.  It sounds like some lawyers do so even in daylight.


    Parent

    First comment by one of the participants (none / 0) (#9)
    by oculus on Tue Oct 13, 2009 at 10:08:20 PM EST
    at Sunday's book club session:  listen to this paragraph--just one sentence.  Then she read it complete with punctuation.  

    P.S.  I enjoyed the book.

    Parent

    I blame (5.00 / 1) (#30)
    by addy on Wed Oct 14, 2009 at 08:48:52 AM EST
    Henry James.

    Parent
    Ever try reading your credit card agreement? (none / 0) (#10)
    by andgarden on Tue Oct 13, 2009 at 10:08:20 PM EST
    You'll get an idea of what I'm talking about.

    Parent
    Gotta love... (none / 0) (#11)
    by kdog on Tue Oct 13, 2009 at 10:09:30 PM EST
    the ol' handshake deal...a lost art.

    Parent
    More false hope... (none / 0) (#16)
    by magster on Tue Oct 13, 2009 at 10:20:03 PM EST
    ...courtesy of Sen. Rockefeller.

    Democratic Party - Democratic Reform Party (none / 0) (#24)
    by Eric Pearson on Tue Oct 13, 2009 at 11:21:11 PM EST
    Democratic Party - Democratic Reform Party

    As Democrats of the Democratic Party, we join together in seeking reform within the Democratic Party.

    Many Democrats already know their elected representatives within the Democratic Party are no longer following in the time-honored footsteps laid down by the founding fathers of our great Nation. More importantly, we as democrats see our elected representatives within the Democratic Party abandoning the values and principles as set forth within the Declaration of Independence and the Constitution of the United States.

    At the very least, many of our elected representatives within the Democratic Party are no longer abiding to the sole reason the Democratic-Republican Party was founded by Thomas Jefferson - "Strong state governments with a weaker federal government."

    This is only the beginning of our problems as Democrats, for many of our elected representatives within the Democratic Party have clearly set their own agendas over the members of the Democratic Party, our Nation, and the American people. Overall, many of them no longer think of themselves as being our elected representatives, and now refer to themselves as leaders in the true form of tyrants.

    Most Democrats already know their pleas are only being answered by repeated insult and injury by their elected representatives within the Democratic Party. Despite this, we as Democrats can restore control of the Democratic Party back to the party members. All we need to do is cut off donations to the local, state, and national headquarters of the Democratic Party, and to make sure the donations are made directly to worthy and honorable Democratic Party candidates.

    So spread the message to everyone of our fellow Democrats, for the Democrat members are taking back control of the Democratic Party. Also, please don't forget to contact and request the Unions and other outside contributors to follow our lead as patriotic Americans. Thank you!

    Web site: http://www.democraticreformparty.com

    Totally agree (none / 0) (#25)
    by NealB on Wed Oct 14, 2009 at 12:25:28 AM EST
    I was thinking the same thing yesterday and intended to post it. I doubt anyone here are big contributors one way or another to electoral political campaigns, but it should go almost without saying. Don't contribute to the DNC, unless Howard Dean is running it. And under no circumstances should any loyal Democrat contribute to the Democratic Congressional Campaign Committee (DCCC) or the Democratic Senatorial Campaign Committee (DSCC). Corrupt organizations all three of them. Whatever $25-$1000 contributions anyone's got to give are better given to candidates in their state and local races. Give where you live.

    Parent
    "Democrat members"? (none / 0) (#33)
    by sallywally on Wed Oct 14, 2009 at 11:03:43 AM EST
    A distinctly Republican usage. And the Jeffersonian strong state govt, weak federal govt? Very much a Republican talking point.

    Parent
    If it makes you feel better (none / 0) (#26)
    by jbindc on Wed Oct 14, 2009 at 07:56:16 AM EST
    Mark Knoller of CBS News Tweeted:

    Worth noting. spksmn Gibbs stopps conspiculously short of saying the Finance Cmte health care bill meets all of Obama's standards
    Well (5.00 / 4) (#28)
    by Ga6thDem on Wed Oct 14, 2009 at 08:04:10 AM EST
    if you knew what Obama's standards were then it might mean something.

    Parent
    Congressman Wexler (none / 0) (#27)
    by jbindc on Wed Oct 14, 2009 at 07:58:51 AM EST
    is resigning from Congress to likely take a public policy job that involves the Middle East.

    My once positive opinion of him (5.00 / 1) (#29)
    by Inspector Gadget on Wed Oct 14, 2009 at 08:37:59 AM EST
    changed completely last year with his performance at the Rules Committee meeting and the scuffle over where he lives.

    Parent
    I'd hate to lose his PO vote a month.... (none / 0) (#31)
    by magster on Wed Oct 14, 2009 at 08:49:57 AM EST
    ...before it happens.

    Parent
    Perhaps he is timing his departure (none / 0) (#32)
    by Inspector Gadget on Wed Oct 14, 2009 at 09:09:50 AM EST
    to miss that vote. Maybe he doesn't intend to vote YEA.

    Parent
    Late Tuesday Night Open Thread | 33 comments (33 topical)

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