Archive for January, 2008
Monday, January 28th, 2008
If anyone is wondering why I’ve been devoting time to efforts standards, have a look at this post on DealBook by Steven Davidoff regarding a development in Blackstone Group’s proposed acquisition of Alliance Data Systems. For reasons I discuss in MSCD, in this article, and in last week’s blog post, it would be bizarre for [...]
Posted in Select Usages | 2 Comments »
Wednesday, January 23rd, 2008
I suspect that the one usage that causes me most aggravation is best efforts. That’s because the way I see it is diametrically opposed to the way many practitioners see it. I think the problem is that people approach it as an issue to be resolved by case law, whereas I see it first of [...]
Posted in Select Usages | 27 Comments »
Friday, January 18th, 2008
Sidestepping a contentious contract issue with the notion of working it out in litigation is a standard strategy, but you don’t often find examples of it in the wild. That’s why I noted with interest oral argument before the Supreme Court on January 16 in Quanta v. LG, as case dealing with patent exhaustion. (Click [...]
Posted in Odds and Ends | 2 Comments »
Tuesday, January 15th, 2008
One sure route to a stiff, starchy prose style is not to use contractions. They’re suitable in all but the most formal kinds of writing, and they help you achieve a more natural, conversational rhythm. For some reason that I’ve since repressed, I didn’t use contractions in MSCD. So for the second edition, I’m now [...]
Posted in Drafting as Writing | 14 Comments »
Tuesday, January 15th, 2008
Have you thought to yourself, as you flipped through A Manual of Style for Contract Drafting, that I’d failed to address adequately, or at all, some issue that’s dear to your heart? Do you have a beef with any of my recommendations? Do you not like the binding? The cover? The font? If so, now’s [...]
Posted in Odds and Ends | 12 Comments »
Sunday, January 13th, 2008
I love it when I spot an issue and analyze it, and subsequently a case comes down that hinges on exactly that issue. You may recall that in this June 2007 post I discussed two subtle issues involving may. One issue involved limited discretion and the expectation of relevance. Here’s what the manuscript of MSCD2 [...]
Posted in Categories of Contract Language | No Comments »
Friday, January 11th, 2008
Here’s another fresh extract from the manuscript of MSCD2. It’s from the section “The Title,” and it addresses at greater length something I mention in MSCD 2.3: And don’t feel obligated to track the terminology of state statutes. For example, statutes in Nevada, New York, and other states use the term “plan of merger.” As [...]
Posted in Front and Back of the Contract | 3 Comments »
Friday, January 11th, 2008
I’ve snickered at the notion of contracts under seal, but I’ve never studied the topic. Here’s what I found out: In medieval England, a seal—consisting of wax attached to a writing and bearing an impression—served as a marker to identify the parties to an agreement. As literacy increased, signatures slowly replaced seals as identifying markers. [...]
Posted in Front and Back of the Contract | 4 Comments »
Friday, January 11th, 2008
On April 1 I’ll be giving my “Contract Drafting—Language and Layout” seminar in Vancouver, B.C., for the first time. Click here for the brochure. As with my Toronto seminars, my host will be Osgoode Professional Development. The Toronto seminars have gone very well, so I expect the same for Vancouver. Come one, come all!
Posted in News | No Comments »
Tuesday, January 8th, 2008
Here’s a paragraph from the manuscript for MSCD2. It’s so fresh that steam is still rising from the words: An internal cross-reference that consists of only a number gives the reader no indication of what’s addressed in the specified provision. That’s why in some contracts each cross-reference includes the heading of the article or section [...]
Posted in Select Usages | 12 Comments »
Tuesday, January 8th, 2008
In this November 2007 post, I suggested that the phrase at any time is always extraneous. Well, the same goes for from time to time. Used With Language of Discretion The phrase from time to time is used to mean, in essence, “on one or more occasions.” It’s only used with language of discretion, as [...]
Posted in Select Usages | 12 Comments »
Thursday, January 3rd, 2008
On Wednesday, January 9, at 1:00PM Eastern Time, the Law Department Management Committee of the Association of Corporate Counsel will be holding their monthly teleconference. I’ll be the featured speaker—starting around 1:30PM I’ll be talking, for 15 minutes or so, about “Issues of Quality and Process in Handling Your Contracts.” That will be followed by [...]
Posted in News | No Comments »