Dilbert on Contract Drafting

It's uncanny how the following Dilbert cartoon strip captures perfectly my feelings regarding the language and process of mainstream contract drafting. Thanks to the (new) legal writer for spotting it. … [Read more...]

Students Entitled to 40% Discount on MSCD

I just learned that students are entitled to a 40% discount on A Manual of Style for Contract Drafting if it's assigned reading for a law-school class. If you're a professor and would like to find out more (no students, please!), click here to send an email to Katrina Krause of the ABA. … [Read more...]

“Provided That”

Comments to my recent post on granting language in a license alluded to the case of Jacobsen v. Katzer (Fed. Cir., Aug. 13, 2008). I'd like to pick up on something mentioned by commenter Chris—the court's discussion of provided that. This case involved the language of an "open source" copyright license. The license granted users the right to use the software in question, "provided that [the … [Read more...]

Granting Language in a Software License Agreement

Here's a generic bit of granting language from a software license agreement: Acme hereby grants Widgetco a nonexclusive, perpetual, irrevocable, royalty-free, fully paid-up, worldwide license to the Software (that license, the "License"). I'm not a licensing guy, so it is with some trepidation that I ask the following question: Are such adjective-heavy formulations really the best … [Read more...]

The Second Edition of MSCD Is Now Available

The ABA Web Store now has in stock copies of the second edition of A Manual of Style for Contract Drafting. Click here to go to the relevant page. And note that the ABA is offering free ground shipping through the end of August. The ABA is currently the only place you can purchase the book; it won't be sold on Amazon and other such channels until sometime in early 2009. It was only a couple of … [Read more...]

LaPoint v. AmerisourceBergen—An Interesting Instance of Mistake

At a CLE session at the ABA annual meeting I learned of LaPoint v. AmeriSourceBergen Corp., No. 327-CC (Del. Ch. May 1, 2007), a Delaware Court of Chancery case that offers an interesting instance of mistake. The case involved a dispute over an acquisition earnout. AmerisourceBergen had agreed to acquire Bridge Medical Inc. for $27 million plus additional payments to be made to former Bridge … [Read more...]

“In All Respects”

Here's another entry in the rhetorical-emphasis hall of shame—in all respects. Here's an example: This agreement is in all respects governed by Minnesota law. By omitting in all respects you lose nothing except surplus words. The same goes for in all material respects—use instead materially, but remember that it's ambiguous. (For more on that, see chapter 8 of the second edition of MSCD or the … [Read more...]

If You Attended One of My Public Seminars Held Between April 1 and June 5, 2008, You’re Entitled to a Discount on the Second Edition

People who attended certain of my recent public seminars received a copy of the first edition of MSCD just as it was about to be made obsolete. So I'm making the second edition available for $25—one third the regular price—plus shipping to those who participated in the following public seminars: April 1, 2008 seminar in Vancouver organized by Osgoode Professional Development April 3, 2008 … [Read more...]

My Itinerary at the 2008 ABA Annual Meeting

If you're attending the 2008 American Bar Association annual meeting and you're in a contract-drafting frame of mind, here's what I'll be doing there: Thursday, August 7, 2:00PM–3:30PM, "Meet the Author," ABA Source, Hilton New York (Second Level of the Conference Area), 1335 Avenue of the Americas Friday, August 8, 2:30PM–4:30PM, Panel Discussion, "Getting the Business Deal into the … [Read more...]