Legal-Ease International News

By Dena Falken Every contract has a pecking order, and one word sits at the top of it: “notwithstanding.” When a clause begins “notwithstanding anything to the contrary,” it is announcing that it wins. Whatever the rest of the agreement says — earlier sections, later sections, schedules — this clause overrides it. I have watched experienced executives sign documents where a single notwithstanding clause quietly dismantled protections their own team had negotiated three sections earlier.

“Time is of the essence.” It reads like decoration — five formal words lawyers sprinkle into contracts out of habit. It is not decoration. It is the clause that converts a late delivery from an inconvenience into a breach serious enough to walk away from the deal. Without it, courts in many common-law jurisdictions treat deadlines as targets: miss one, pay some damages, keep performing. With it, the date becomes a condition — miss it,

By Dena Falken Every cross-border contract I have ever reviewed hides the same landmine: the word “shall.” Writers reach for it because it sounds legal. It sounds important. And then two law firms bill six figures arguing about what it means — because “shall” has been read by courts as mandatory, as permissive, and as a simple future tense, sometimes in the same jurisdiction. Modern drafting has delivered its verdict. The U.S. federal style guidance

By Dena Falken Say “without prejudice” in a negotiation and half the room flinches — as if an insult just landed. Nothing of the kind happened. Those two words are a shield, not a slap. In common-law practice, marking a communication “without prejudice” signals that it belongs to a genuine attempt to settle a dispute — and that it generally cannot be thrown back at you in court as an admission. It is how lawyers

By Dena Falken — B.A., American University; J.D., Columbus School of Law, Catholic University of America, Washington, D.C. A mediator friend said it to me this week about contracts, and I haven’t stopped thinking about it: read every word like it’s yours. Because it is. The moment you sign, every comma in that document belongs to you — including the one you didn’t read. In thirty years of training legal professionals across fifty countries, I’ve

You know me as the Legal English woman. Thirty years. Fifty-plus countries. Legal-Ease International. That’s one empire. It’s not the only one. What most people don’t know is that I’m also a trader. An investor. An entrepreneur who built a second life in the markets — and honestly, it might be the part of my story I love the most. I dual-majored in Law and Society and Economics at American University. The law took me

Dena Falken in Bogotá. Some places you visit. Some places become part of who you are. For Dena Falken, Bogotá is the second kind. Long before the online era, Dena Falken took Legal-Ease International on the road — seminar rooms across Latin America, filled with lawyers, translators, and legal professionals who understood one thing clearly: the language of international law is Legal English, and whoever masters it, leads. Colombia answered. In Bogotá, the rooms were

Dena Falken on Amazon. You’ll find two books there — and thirty years of work behind them. Million Dollar Words — When One Word Costs Millions (Kindle, $9.99) Real cases. Real courtrooms. Real money lost over a single word — a comma in the wrong place, a “shall” that should have been a “will,” one letter that moved $310 million. This is the book I wrote for everyone who signs documents for a living and

In 2006, Rogers Communications of Canada lost $2.13 million over a single comma. The contract gave Bell Aliant the right to terminate — and the placement of one comma decided whether the deal was locked for five years or could be cancelled after one. The regulators read the comma Rogers’ way. Rogers lost. One punctuation mark, two million dollars. I’ve spent thirty years training lawyers across fifty countries, and I tell every room the same

I’m an Amazon author. Thirty years of training legal professionals across 50+ countries taught me one thing: a single word can cost millions. So I wrote the book — Million Dollar Words: When One Word Costs Millions. Real cases where one word in a contract, a clause, a policy cost somebody millions of dollars. On Kindle for $9.99: https://www.amazon.com/dp/B0HMP9XZT1 Then came the paperback — The Global Legal English Masterclass: Essential Terminology for Cross-Border Documents. 243