Ode to Legalese, by Judge Kevin Emas

It’s a special day indeed when a sitting appellate judge contributes some verse to our site. Judge Kevin Emas’s lively poem was selected as the winner of the Dade Bar Bulletin Poetry Contest in September 1990. And how true it remains! 

Dade Bar Bulletin 09/1990

The original poem, in situ.

ODE TO LEGALESE

English, some say, is the tongue of the day,
From Burma, to Bonn, to Tabriz,
But lawyers who toil, in the midnight oil,
Know the true choice is Legalese.

It’s fine to be clear when a layman is near,
Or you need to collect on your fees,
But when suing a landlord, defending a drug lord,
Our minds fill with Legalese.

“Wherefore, to-wit,” we’ll never admit,
We’re shoveling it up to our knees,
So we wink and we smile, the lawyers beguile,
To save face with Legalese.

No defense to a claim of intent to defame?
Argue law or your equities,
But if you’re in doubt, whip your best pleading out,
And re-write it in Legalese.

Some lawyers have clamored, they’ve hollered and hammered,
To rid the world of this disease,
But it mutates and changes, frustrates and deranges,
And lives on as Legalese.

Someday I suppose, with enough angry foes,
They’ll do in our loquacious pleas,
But give silent devotion, ’cause there just ain’t no motion,
Like one done in Legalese.

Kevin M. Emas
Judge, Third District Court of Appeal
Miami, Florida

“Perfect, Tender”

So tender your instrument,
And I tender mine…

“Perfect, Tender” is a love poem grounded in — what else? — the Uniform Commercial Code (UCC). Helpfully footnoted for your wooing pleasure.

Big business looks hither,
Whether merging for life,
Or dealing more briefly:
“Fifty widgets, tonight.”

Though their tears come as filings –
Through dividends, glee –
Corporations are people, too.
Need love? UCC!

Age-old disagreements,
Foibles, troubles and pain
Are here laid out cleanly,
Solved, numbered and plain.

From involving third parties,1
To morning-after remorse,2
All once-taboo subjects3
Now par for the course.

      1 - See generally, U.C.C. §§ 9-401 et seq.
      2 – § 2-513. Buyer’s Right to Inspection of Goods.
      3 - e.g., infidelity. See § 2-614. Substituted Performance.

New lovers can bargain4
Perhaps do a deal,5
And if either should breach,6
Their remedies are real.7

      4 – § 3-202. Negotiation Subject to Rescission.
      5 – § 2-204. Formation in General.
      6 – § 3-502. Dishonor.
      7 – § 9-625. Remedies for Secured Party’s Failure to Comply With Article.

My past contracts have crumbled,
Though I did not breach,8
I had accepted those goods,
Without assurance from each.9

      8 – § 2-610. Anticipatory Repudiation.
      9 – § 2-609. Right to Adequate Assurance of Performance.

Now older and wiser,
Perhaps overdue,10
I turn to the Code,
And use it on you.

      10 – § 3-304. Overdue Instrument.

But how shall I take you,
As a sale11 or a lease?12
Nay! A security interest,13
Brings domestic peace.

      11 – See generally U.C.C. Article 2.
      12 – See generally U.C.C. Article 2A.
      13 – See generally U.C.C. Article 9.

Perfect by attachment,14
Or just by control,15
Accept by performance16
With dirty parol.17

      14 – § 9-309. Security Interest Perfected Upon Attachment.
      15 – § 9-314. Perfection by Control.
      16 – § 2-206. Offer and Acceptance in Formation of Contract.
      17 – § 2-202. Final Written Expression: Parol or Extrinsic Evidence.

So tender your instrument,
And I tender mine,
Tender is perfect;18
Satisfaction, divine.19

      18 – § 2-601. Buyer’s Rights on Improper Delivery.
      19 – § 3-311. Accord and Satisfaction by Use of Instrument.

If this Code governs business
For the “too big to fail”
Why not let it help you,
Find love, or some tail?20

      20 – Fee tail.