Monthly Archives: June 2009

“Because” and Causation Issues in Contracts

Thanks to reader Steven Sholk, I learned that the U.S. Supreme Court recently considered the “ordinary meaning” of the words because of. Here’s how the …

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Training Your “Apprentices” in Contract Drafting

You can find plenty of discussion online, at Above the Law and elsewhere, of the new “apprenticeship” model of first-year-associatedom at a handful of law …

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“Forthwith”—A Quaint Archaism

Methinks forthwith has as a fusty, moldy air about it. I wasn’t surprised to see it included, along with the likes of hither and mayhap, …

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Questionable Defense of the Month: “I Signed the Contract in the Wrong Place”

Today the Law Shucks blog posted this item about a former IBM executive, David L. Johnson, who is claiming that his noncompetition agreement with IBM …

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Posted in Uncategorized | 11 Comments

“Obligate” v. “Oblige”

In this comment to a previous post, reader Mark Anderson expressed a preference for saying that parties are obliged to do something, rather than obligated. …

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A Contract-Language French-English “False Friend”

In the course of considering, for purposes of today’s post on time is of the essence, how contracts are drafted in Quebec, I came across …

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Enforceability of “Time Is of the Essence” Provisions in Civil-Law Jurisdictions

At the 2008 ABA annual meeting I appeared on a panel with Kevin Kyte, partner at the Montreal office of Stikeman Elliott. Kevin’s topic was …

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“Represents, Warrants, Covenants and Agrees”

I received the following cry of despair from a Canadian reader: I’m preparing a partnership agreement and have been given precedent to work with. Using …

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Having Your Contracts Drafted Offshore—Do You Really Want to Do That?

I’ve recently seen and heard references to companies offshoring the task of drafting contracts. For example, this article in today’s London Times says that Rio …

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Expert Testimony and Ambiguity

Recently I wanted to find out more about use of expert testimony to resolve contract ambiguity. (Remember, ambiguity arises when a contract provision is capable …

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Drawloop—Automation of Routine Sales Contracts

It seems as if every couple of months I find out about another company that’s somehow involved in the contract-automation business. Yesterday I learned about Drawloop. …

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Part 1 of the “Drafting Clearer Contracts” Webcast Series Launched

Yesterday saw the first broadcast, in a “live” session, of part 1 of my new webcast series “Drafting Clearer Contracts.” The topic was the front …

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Apostrophe in “Shareholders Agreement”?

I’ve previously written about whether to use stockholder or shareholder; see MSDC 12.336 and this blog post. (I say it doesn’t matter which you use.) …

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Addresses That Aren’t So Dependable

In contracts, addresses occur in the notices provision. And if a contract doesn’t include a notices provision, usually I’ll include in the introductory clause the …

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Is Uncertainty Over the Meaning of “Occurrence” Susceptible to a Drafting Solution?

Can astute contract drafting can forestall all contract disputes? No, it cannot. Most contract disputes, sure. But not all. For example, vagueness is an essential …

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Use of the Imperative Mood in Architectural Specifications

I’ve recently become acquainted with a specialized form of contract language—architectural specifications, which are attached to construction contracts and define the requirements for products, materials, …

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A Recent English Commercial-Law Decision on Waiver Language

This Mace & Jones “Education Update” alerted me to the recent English case of KG Bominflot Bunkergesellschaft fur Mineralole MBH & Co KG v Petroplus …

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Two PowerPoint-Related Technologies Behind My Webcasts

Each of my webcasts—or rather the first five, solo webcasts—consists of a narrated and annotated PowerPoint presentation. That sounds simple enough, but it’s not the …

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“Remediate” v. “Remedy”

In contracts and elsewhere, it’s standard to refer to remediation of environmental contamination. It’s also standard to use the verb remediate to refer to the …

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“is there anything more boring than drafting a contract?”

For the heck of it, every so often I search “contract drafting” on Twitter. A few times I’ve been pleasantly surprised to spot a mention …

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A Texas Court’s Take on Syntactic Ambiguity

Reader Patrick Grant told me about a ConstructionRisk.com newsletter describing a Texas case involving syntactic ambiguity. (Syntactic ambiguity derives from uncertainty over which part of …

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Posted in Ambiguity | 1 Comment

Lame Definitions—Inviting Reader Submissions!

In an item posted today on the (new) legal writer, Ray Ward says the following: Right now I’m reading a long list of definitions in …

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Posted in Uncategorized | 11 Comments