Recitals of Consideration Under Canadian Law

In MSCD (¶¶ 2.64–71) and a Business Law Today article on the subject, I recommend strongly that drafters dispense with the traditional recital of consideration. The traditional recital of consideration is the consideration language that clogs the lead-in to the body of the contract in a majority of contracts. The language varies, but here’s an example of a lead-in containing a relatively … [Read more...]

“Stockholder” or “Shareholder”?

Sometimes the distinctions that contract drafters are most vehement about are those that happen to be spurious. Consider, for example, the pointless debate over whether to use between or among in the introductory clause. (See MSCD ¶ 2.21.) It’s similarly unnecessary to make a fetish of using stockholder rather than shareholder—in contracts and elsewhere—when the corporation in question was formed … [Read more...]

“Time is of the Essence”

I’m fond of invoking two overarching rules of drafting—“be consistent” and “use standard English.” I periodically mull adding a third. Possible candidates come and go, but a current favorite is “say what you mean.” In other words, don’t use stock phrases in the hope that a court will construe them in the way you intended. Instead, address issues head-on. A case in point is “time is of the … [Read more...]

Welcome!

Welcome to my new blog. And more generally, welcome to my new web site. They mark the beginning of a new adventure: Over the past several years, I’ve been devoting an increasing proportion of my time and energy to all things contract drafting. Now I’ve taken the final step and turned this engrossing sideline into my livelihood. As for the blog, it has a specific function. Even after a … [Read more...]