Monthly Archives: November 2008

Enumerated Clauses—When the Trunk Is Too Short for the Branch

It’s generally a bad sign when, barely after it begins, a sentence shifts into a set of enumerated clauses: If (1) A, (2), B, or …

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Don’t Use “Immediately” for Things that Happen Automatically

MSCD 12.258–277 discusses the distinction—or not—between immediately and promptly. Here’s another aspect of immediately—it’s often misused in connection with stuff that happens automatically. Consider the …

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In-House Seminars in London, January 2009?

After a long absence, I’ll be in London over the holidays, visiting family and giving my daughter a brief introduction to the land where I …

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Ambiguity in Specifying the Time of Day

Reader Matthew pointed out to me an ambiguity I hadn’t thought of. Here’s the language at issue: If the Escrow Agent receives from the Seller …

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Details of 2009 Seminar Dates Now Online

I’ve updated the public seminars page with information about the U.S. “Language and Layout” seminars I’ll be giving with West Legalworks in the first half …

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Defined Terms for the Components of a Transaction

I’ve been urging my Penn Law students to curb their tendency to create more defined terms than a given contract requires. That led to one …

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More on Using Words and Numerals to Express Numbers

Most drafters use words and numerals to express numbers—as in no later than thirty (30) days after Acme delivers a Termination Notice. Numerals are easier …

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Choosing Among Alternative Categories of Contract Language

When in my “Language & Layout” seminars we discuss categories of contract language, I emphasize that in addressing a given issue one sometimes has a …

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“Shall” Versus “Will” in Business Contracts—An Exchange of Emails

I’ve previously written in this blog about why I recommend that one use shall in a disciplined manner rather than throw it under a bus. …

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Thoughts on PLI’s Drafting Program

In a recent email exchange, a corporate partner at one of the big law firms told me that he wasn’t sure how my “Language and …

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Nicknames for Contract Provisions

Thinking about materiality-scrape provisions had me pondering idly what other contract provisions are known by nicknames. Only three came to mind—ipso facto clauses, anti-sandbagging provisions, and “garden …

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The Structure of M&A Contracts—Materiality-Scrape Provisions

Wearing my “structure of M&A contracts” hat, this week I revisited a relatively recent addition to indemnification provisions in acquisition agreements—the “materiality scrape” provision. (What …

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Adams ABA-Panel Doubleheader

Later this month I’ll be on two ABA panels on consecutive days. First, I’ll be on the panel for a November 20 ABA-CLE webcast entitled …

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Drafting Guru, Anyone?

With publication of the second edition of A Manual of Style for Contract Drafting, I’ve been taking stock. I roam the land giving public and …

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“Asserts”—Revisiting “Represents and Warrants” Once More

Longtime readers of this blog will be aware of my hostility towards the phrase represents and warrants (and representations and warranties). Over the weekend I …

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“I Don’t Always Agree With You …”

Every so often someone says to me, in connection with MSCD, “I don’t always agree with you.” My ears prick up when I hear that. …

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“Can” and “Cannot”

If you’ve perused chapter 2 of MSCD (Categories of Contract Language), you’re aware that I have a mania for disciplined use of verbs in contracts. …

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What Does One Do If a Signature Date Is Omitted?

One topic we discuss at my “Language and Layout” seminars is when it’s appropriate to have signatories date their signatures, as opposed to relying on the …

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