Monthly Archives: April 2008

Rethinking Waiver Provisions

Here’s a standard waiver provision: Waiver. No provision in this agreement may be waived, except by means of a writing signed by the party against …

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How to Introduce a Set of Autonomous Definitions

I’m going over one of my contract redrafts. Here’s how I introduced a set of autonomous definitions: For purposes of this agreement, the following terms …

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More Signature-Automation Solutions

In this May 2007 post I wrote about the signature-automation tool EchoSign. And my ACC Docket article with Brian Quinn mentions DocuSign. Well, there are …

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Waiver of the Statute of Limitations in “Survival” Provisions

In this July 2006 post I said that although it’s standard to refer to “survival” of representations, it’s unhelpful to do so. I quoted language …

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More on the Cerberus Litigation

In February, the New York Law Journal published my article about the litigation between Cerberus and United Rentals. If you’re hungry for more on the …

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Lexicon—A Tool for Organizing and Checking Defined Terms

One frustrating aspect of my self-appointed role as freewheeling contract-drafting guy is that I’m not involved, day in and day out, in drafting contracts. As …

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Attorneys Signing Contracts?

Victoria Pynchon—she of the Settle It Now Negotiation Blog—asked me the following question: While I was practicing, it was common for the opposition to put …

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When an “Indemnified Party” Isn’t an Indemnified Party

It’s been a couple of months since I looked through recent opinions. It’s time for me to get back into the habit of doing so, …

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“Change in Control” or “Change of Control”?

Here’s another issues that cropped up during my Geneva seminars: Which is preferable, change in control or change of control? My instinct was that both …

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Schedules— “On” or “In”?

During one of my Geneva seminars this week, someone asked me whether it’s better to say listed/described/stated in schedule X or on schedule X. I’d …

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Last Call for Geneva

On Friday I’ll be heading for Geneva, where I’ll be giving a series of public seminars from April 21 through April 25. Click here for …

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“Dated for Reference”

I often come away from a seminar having learned something new. For example, a participant at my recent Vancouver seminar asked me what I thought …

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When an Individual’s Address Doesn’t Work for Purposes of the Introductory Clause

I don’t include in the introductory clause the address of a party that’s a legal entity. That’s because the introductory clause serves to distinguish a …

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44 Hours in Bahrain

I’m now home after a whirlwind visit to Bahrain. I arrived from Oman on Wednesday afternoon, did a seminar on Thursday, then left on Friday …

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MSCD2—Update on Proofreading

Ah, the glamorous life of the contract nerd! Vancouver one week! Oman and Bahrain the next! Philadelphia in between! But more mundane work goes on: …

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I Heart Canada

How do I love Canada? Let me count the ways: It was a Canadian organization—Osgoode Professional Developement—that asked me to do my first public seminar. …

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Greetings from Oman!

This post comes to you from Muscat, Oman. I’m here under the auspices of the Rule of Law Initiative of the American Bar Association, at …

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