American bacon drafting

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American bacon drafting
/əˈmɛrɪkən ˈbeɪkən ˈdrɑːftɪŋ/ (n.)

The legal equivalent of slapstick comedy: legal drafting created not so much to do anything but to be something.

“American bacon drafting” is the sort of wording that makes an incoming contract look hefty — even fearsome — but which, upon first contact with the pan, dissolves into a disappointing shrunken salty husk, swimming in a sea of tepid grease.

It is so named not because of its necessary provenance from American legal eagles — though they do tend to be good at it — but because it resembles, by metaphor, the sort of so-called “bacon” they sell you in America.

Any foreigner will know the cycle of disappointment and grief you go through at your first American breakfast, watching in fascinated horror at the gruesome spectacle: you have these pale waxen strips of stuff they assure you is bacon, and as it hits the pan, it vanishes before your disbelieving eyes. And then they give you chalk to put in your coffee.

Now we mean no disrespect to our dear American friends: only your bacon.

We have a worked example, from a real life contract, below. Observers will note that when you do boil it down to its constituents, they tend to go without saying in the first place.

The real trick is ensuring this can only ever become clear in the capable hands of a fellow legal eagle. God forbid your clients could ever work it out.

Correpondence

We have already heard from our American correspondents on this topic.

“Is this not to unfairly malign our bacon?” one asks. “Do you not perhaps mean ‘spinach’?”

Oh, no, it is your bacon. American bacon isn’t “bacon”. It is a fraud on the idea of bacon.

The thing about spinach is that most right-thinking people want spinach to disappear. The smaller spinach becomes before before you have to eat it, the better. One takes spinach as one does cod liver oil: out of the conviction that it is, in some astral way, doing some part of your physiognomy — or soul, or part of your being to which your conscious self has no access at all — some good. Enough good to offset the displeasure involved in earning that virtue.

This is emphatically not so for bacon. Quite the opposite in fact.

See also

• U.S. Attorney
• Boilerplate
• Signal versus noise

In the packet

In the pan

The Agent agrees to perform its obligations under this Agreement in good faith and in compliance with the instructions it may receive from time to time from Principal and with the provisions of the applicable laws, rules and regulations of the jurisdiction(s) in which the Agent and/or Principal conducts business (collectively, the “Relevant Laws”). The Agent agrees to maintain any and all registrations and licences under the Relevant Laws applicable to its operations in connection with the services performed pursuant to this Agreement. The Agent is solely and exclusively responsible for compliance with all activities of his agents, servants, employees, partners and principals. The Principal agrees to perform its obligations under this Agreement in good faith and in compliance with the provisions of the applicable laws, rules and regulations of the jurisdiction(s) in which the Agent and/or Principal conducts business (collectively, the “Relevant Laws”). The Agent agrees to maintain any and all registrations and licences under the Relevant Laws applicable to its operations in connection with the services performed pursuant to this Agreement. The Agent is solely and exclusively responsible for compliance with all activities of his agents, servants, employees, partners and principals.

The parties must: (a) act in good faith [Usually implied in agency.] (b) comply with applicable law, [Implied.] (c) maintain necessary regulatory authorisations [Implied.] (b) meet their own costs. [Implied.] The Agent must follow the Principal’s instructions. [Implied.] Or, taking out the things not implied: “ ”.