Episode Transcript
Speaker 0 00:00:00 Welcome to the U S law essentials law and language podcast, the legal English podcast for non-native English speakers that helps you improve your English, listening, improve your legal English vocabulary and build your knowledge of American legal culture. Hey, I'm Daniel Adelson and I'm Steven Horowitz. And today we continue in our what's new in the legal news series of podcasts. And today Steve is going to introduce a news event to us. So, Steve, what do you have for us?
Speaker 1 00:00:38 So this is actually, uh, an article from 2020, September 16th, 2020, titled Kanye west tweets pages from his universal label contract, amid demands to be released from deal.
Speaker 0 00:00:57 Okay. That's a lot of words there. So starting from the beginning, it says he tweeted his contract. Yeah.
Speaker 1 00:01:05 Yeah. He, I guess he has a contract with universal, which is a label, which is a music producer. So it sounds kind of funny because universal sounds like an adjective, but in this case, it's the name of his, of the company that he has the contract with and he wants to get out of this deal.
Speaker 0 00:01:24 Okay. So get out of a deal. What do you mean by get out of a deal?
Speaker 1 00:01:31 Oh yeah, I guess, I guess it means that the contract, um, has certain obligations or requirements or it pays him a certain way and pays the music company another way and whatever that, whatever that deal is, he wants to change it. He wants to not be part of it for some reason, either it's holding him back or he's not getting enough money, I'm not clear on the details from this.
Speaker 0 00:01:58 Okay. So we can leave it there, but that's sort of interesting. Cause I guess we could probably put, get out of the deal in legal terms. Right. There's probably some legal English term that we could use to describe them. Oh yeah.
Speaker 1 00:02:14 Like, uh, well break a contract or, uh, let's see, that's still not the legal term though. Is it okay,
Speaker 0 00:02:23 Well break or breach a contract. You see, I'm thinking maybe that wouldn't be the right term because if you break or breach a contract, that would mean that you violated a term of the contract, a condition or requirement of the contract here. It sounds like he just wants to have the contract nullified, right.
Speaker 1 00:02:43 Maybe yeah. Nullified or be released from the contract. Uh,
Speaker 0 00:02:48 Yeah. So I think maybe something more accurate in legal English would be to rescind the contract. But of course we don't know the details at this point, just sort of guessing, but it's not a, it's not a bad idea
Speaker 1 00:03:04 To try you rescind the contract. Does that mean you've made an offer and you rescind the offer or can you rescind a contract?
Speaker 0 00:03:13 I think, I think it would mean to negate that, to nullify the contract, to, um, to have a counter party or a court agree that the contract is now. No, it's no longer in
Speaker 2 00:03:30 Effect doesn't exist anymore. Okay.
Speaker 0 00:03:33 I think so that sounds like what he's trying
Speaker 1 00:03:35 To well, anyway, what's kind of interesting about this is that there's a bunch of things that are interesting about it. And I should mention that at the end of the article, they mentioned that, um, Kanye west relatives said that he has bipolar disorder, which means he get, he gets very high and gets very low at times. And so this might've been one of his very high moments or manic moments, um, when he did this, cause he said a lot of S he, he tweeted photos of his contract, um, for everybody to see, which is generally, I guess not a good idea to share your contract with the world. Um, but right.
Speaker 0 00:04:25 I'm not sure why he would want to do it, but I guess the idea is he wants everyone to see the contract. And does he want people to think the contract is so terribly unfair?
Speaker 1 00:04:39 I think he's trying to say this is really unfair. Everybody needs to see this. The lawyers are basically say the lawyers are using a lot of unnecessarily complicated language
Speaker 2 00:04:53 To trick me
Speaker 1 00:04:55 Or using it in an unfair way.
Speaker 0 00:04:59 Okay. I'm going to guess that probably his lawyers didn't advise him to tweet his contract.
Speaker 1 00:05:07 Yeah. That's probably a good guess. Yeah. Most lawyers would probably not advise their clients to do that. Although, you know, he's, I mean, when you're in a big, when you're a big name, like him, you have a certain amount of leverage. And he, he also, um, actually mentioned the, the heads of several, uh, of the people at universal and at where else some of the other entities involved, um, as, as saying these are not good people, they they've tricked me in some way is what he seems to sort of suggest or a suggestion. I should say this was, this was over a year ago.
Speaker 0 00:05:47 Okay. So Steve, if, when a contract is really unfair, are there other terms that we could use to describe a contract unfair see,
Speaker 1 00:05:58 And unfair contract could be an unconscionable contract? Yeah,
Speaker 0 00:06:04 That's a good one. Like in an UN an unconscionable contract. I think another term that we could use would be a one sided. Yeah.
Speaker 1 00:06:15 Although one sided doesn't mean it's not legitimate. Whereas unconscionable means that this contract should not even be legitimate. I mean, cause two parties can make whatever deal they want.
Speaker 0 00:06:28 That's a really good point. And typically U S courts are reluctant to nullify contracts based on unconscionability. It really has to be so unfair. And the circumstances under which the contract was signed have to be really unfair typically before a court will say, okay, this contract is so unconscionable that it just doesn't have any effect.
Speaker 1 00:06:56 Um, one of the, another interesting thing about the contract that he tweeted out or the pages is that apparently they had a lot of people who looked at them, said they really didn't use a lot of complex sort of legalees, um, you know, uh, contract language that people, um, stereotypically associate with lawyers and, and that drew the attention of another podcast called contract tear down, um, from, uh, which is produced, I think by law, insider.com.
Speaker 2 00:07:36 Ooh, okay.
Speaker 0 00:07:37 Contract, tear down. We both know this podcast and it's quite good. What does that mean though? What, what is, uh, what is it
Speaker 1 00:07:46 It's, it's the idea of really breaking something apart and looking at it? Well, when you talk about a home and say that to tear down, that means we're going to tear it down and build a new home there with a contract. I think it's got a little bit more of like what a, what a biologist would do with a F ER or what high school kids students do with a frog and, you know, ninth grade where they disect the frog and look at all the parts and think about it and things like that. So I guess the implication is that we're going to tear down this contract and then tell you what you could do to make this contract better. And they it's really neat because they, every, every episode they take another contract, um, and they get them from the sec filings, which are public publicly available. So they can just download them from the internet. Um, and they'll talk about what, what the contract does well and where it has some flaws.
Speaker 0 00:08:48 So what do you think are some of the interesting things about contract tear down in the contracts, they, in this case,
Speaker 1 00:08:56 They focused at least in part on, um, on the plane, the concept of plain English, or sometimes it's called the plain English movement in, in contract drafting. Are you familiar with that?
Speaker 0 00:09:12 Yeah. Plain English is something that a lot of attorneys and law schools stress, w what's your understanding of planning? Clean
Speaker 1 00:09:24 English to me is taking the big, big words and using small words that are more familiar to people or taking the big long phrases and, and, uh, especially ones that people have used for years because they think it sounds more lawyerly and, uh, replacing them. So, um, some of the, some of the examples from this episode on contract tear down are, um, let's see, uh, not withstanding, they changed too, despite, um, anytime it says shell they'll change it to will because shell creates ambiguity, um, instead of subsequent to, they change it to, after a further relied upon becomes also relied on not withstanding. That becomes even though, um, what does this sound like? What you know about plain English, w
Speaker 0 00:10:24 I think plain English is a reaction to what we sometimes call legalees and when we hear legal Lees, it's, it sounds like the language of law, but it's, it has a negative connotation, doesn't it? You a needlessly complex and not easy to understand, even by the people who are signing the card. Yeah, definitely.
Speaker 1 00:10:52 And, and one of the interesting, another interesting thing that came up is that the, the host of this particular episode, a guy named Ross Guberman, um, talks about a software product that, that he created and that he offers called brief catch. Have you ever, are you familiar at all with brief catch? I am familiar
Speaker 0 00:11:13 With it and actually I've, I've used it. I have used it, and I like it. And so we should mention that, um, these people don't know us. Um, this is not, uh, this is not, uh, this is not a paid promotion, but brief catch, you know, brief stands for a memorandum of law, or rather brief is another word for a memorandum of law. Something that a lawyer writes and to catch, I think is to find a mistake or find a problem. And so this is a software that will go through an attorney's written work and find instances where more simple language or more clear language can replace the language that the lawyer originally chose. Yeah. And
Speaker 1 00:12:04 I'm not. So some of it seems to be replacing words like the ones I mentioned before. So anytime it sees not withstanding, it will highlight that and suggest changing it to despite. So that seems simple enough. There's a lot of phrases that pop up and it just offers to change it to something a little bit better. Um, but I'm not clear. And maybe, I don't know if you had any experience with this, if it's able to take longer, more complex sentences and actually make them make sense, or maybe it just says, this is a little bit long and complex. You want to rethink this.
Speaker 2 00:12:42 Yeah.
Speaker 0 00:12:43 And I don't want to say anything that's wrong. My recollection is that it does catch some things that might be a little bit too, too long and too wordy. My experience with it was, was positive, but that's certainly something that lawyers should, should regularly do. Just look at the length of sentences and see where sometimes there are sentences that just get so long, it might be difficult for the reader to find.
Speaker 1 00:13:15 Um, and I mean, and I should mention that we'll have links for these, for all of this in the show notes to the contract tear down episode, and to brief catch, and you can actually go to brief catch.com and you can try out, you can put in some text, or it has some text and it shows you how it does it. So you can see for yourself very easily, it's right there on the front page, if that's something that interests you.
Speaker 0 00:13:43 So Steve certainly, um, brief catch is useful in terms of helping lawyers to write more clearly. And certainly people who teach legal writing try to help attorneys and law students write in ways that are more clear and precise. But what do you see as the relationship or the difference between teaching plain English and teaching legal English? Yeah.
Speaker 1 00:14:12 Um, yeah, that's a really interesting question because, um, I think that they are, are not the same thing. And even, um, at odds, I mean, contrary to each other, in some ways, um, it's, they seem like they would be similar because plain English means making things easier to read using simpler terms. So that seems like it would be a fit for people who are less comfortable with English. Um, but a lot of plain English is knowing how to switch or toggle between different complex phrases, simpler phrases and words. So it really, I think it really requires a strong control of the language like you have. In other words, you have to be able to do the hard stuff before you can jump easily back and forth between easy and hard. Um, especially in the context of a contract where little changes can have big consequences. If you're not, you know, if you're not a hundred percent sure of what you're doing,
Speaker 0 00:15:24 It's important to recognize that if, I guess your fundamentals in legal English, aren't entirely sound plain English, won't really be helpful for you in the sense that you might just be substituting words automatically without necessarily understanding the context and the purpose.
Speaker 1 00:15:55 Yeah. I mean, there's, there's a lot of phrases where you could look up a synonym, um, you know, another word that has the same meaning, but it could, if you're not really familiar and comfortable with that word, it could, it could really change the meaning in ways you didn't
Speaker 2 00:16:10 Foresee. So
Speaker 1 00:16:13 I, I'm always a little wary when I hear, um, lawyers, law, professors, judges talking about plain English in CA you know, when they're talking with students or lawyers from international backgrounds, because it just it's, it definitely has a cultural reference point in the U S and that doesn't necessarily translate well outside the U S
Speaker 0 00:16:39 That's a really good, that's a really good point, Steve. So thanks very much. Um, thanks very much for introducing this article and also this great introduction to contract tear down, which is a cool podcast that we both enjoy.
Speaker 1 00:16:54 Yeah. Yeah. And hopefully we've used relatively plain English here today, so it's yeah. So it's a little bit easier for our listeners to understand. Okay.
Speaker 0 00:17:06 Excellent. Well, thanks very much. And look forward to talking to you again soon. And Steve stay essential.
