Dating Delaware Consents

I'm generally pretty quick about following up on reader leads. But today's post relates to a reader email from almost three years ago. In this 2002 article and in MSCD 16.36 I discuss the implications of giving a written consent an as of date. Here's what MSCD says: A consent can, like a contract, be given an as of date, the purpose being to flag that the date given is not the signing date … [Read more...]

English Case on “Best Endeavours” and “Reasonable Endeavours”

A reader passed on to me a "Commercial Contracts Newsflash" that he received from the international law firm Ashurst. It concerns Rhodia International Holdings Ltd. v. Huntsman International LLC, [2007] EWHC 292 (Comm), an English case decided on February 21, 2007, by the Queen's Bench Division. (Click here for a copy of this case; as for the Newsflash, it doesn't appear to be available … [Read more...]

Having a Party Acknowledge Something

A Manual of Style for Contract Drafting refers only once to the verb acknowledge. Heck, it doesn’t even merit an entry in the index. I’ll now give it the treatment it deserves. Language of Performance, Revisited I have to start by reassessing the categories of contract language. (If you just want the nitty-gritty, you might want to skip to the next section.) In MSCD I state that one of … [Read more...]

Language to Use When Making an Ancillary Document Part of a Contract

David Munn brought to my attention an interesting case dealing with how to incorporate into an agreement provisions contained in some other document. The Case The case is Affinity Internet, Inc. v. Consolidated Credit Counseling Services, Inc., 920 So. 2d 1286 (Fla. Dist. Ct. App. 2006). (Click here for a copy of the case.) Consolidated and Affinity entered into an agreement under which … [Read more...]

Document Comparison

When you revise a draft contract, you want to be able to show the changes. You can do that using Word's "Track Changes" feature, or you can use dedicated redlining software such as DeltaView or ChangePro. I haven't yet looked at this area closely, so I'm happy to be able to steer you towards this new article by Tom Mighell and Dennis Kennedy in Law Practice Today. … [Read more...]

Seeking Company for Penn Law Contract-Redrafting Project

I'm looking for a company that would be interested in participating in a redrafting exercise that will form part of my Fall 2007 contract drafting course at the University of Pennsylvania Law School. Whenever I teach contract drafting, I have my students redraft a contract to make it comply with the recommendations in A Manual of Style for Contract Drafting. I generally use a contract culled … [Read more...]

Brochure for London, Paris, and Frankfurt Seminars

The PDF brochure for my London, Paris, and Frankfurt seminars in April is now up. You can click here to go to it, and there are links to it from the "Public Seminars" page and from the page with the online version of the brochure. By the way, it's official: Ich bin der Guru des Drafting! … [Read more...]

More for Fans of “And” and “Or”

Hot on the heels of last month's or case comes one about and. The article I wrote with Alan Kaye on the ambiguity of and and or was cited in Philip Services Corp. v. City of Seattle, 2007 U.S. Dist. Lexis 14906 (Mar. 2, 2007 S.D. Tex.). (Click here for a copy of this case.) The article came out all of a month ago. If there's some obnoxious competition among law school professors to see how … [Read more...]

Seminars in London, Paris, and Frankfurt

I'm pleased to announce that I'll be giving my seminar "Contract Drafting—Language and Layout" in London on April 17, in Paris on April 19, and in Frankfurt on April 26. For more information and to register online, go to this page of my website. Why Paris and Frankfurt? As I suggest in this page of my website, I've long thought that those whose native language is not English are at a particular … [Read more...]

The Inexorable Rise of Document Assembly

A recent post on the Exari document assembly blog suggests that document assembly is increasingly being used to generate business contracts. (Thanks to Dennis Kennedy for the lead.) By the way, Exari is, in their words, "an enterprise document assembly system that sets the standard for contract authoring and complex document production." … [Read more...]

“If They’ve Been Promoted, Why Should They Still Be Writing Contracts?”

Consider the following quotation: "We see partners who are doing the same work they did as associates," he says. "If they've been promoted, why should they still be writing contracts?" It's from this article in Corporate Counsel about how law departments are increasingly requiring outside counsel to implement technology. It was uttered by the director of information systems for Microsoft's … [Read more...]