Monthly Archives: January 2010

When Is an Amendment Not an Amendment?

The following oddity from a reader: When is an amendment not an amendment? When it’s a separate agreement! From the introductory paragraph of a supplier’s …

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What Does “Prevailing Party” Mean?

[Update: I offer my analysis of this issue in this 2011 post.] Chadwick Busk of The Fine Print blog told me about this item on …

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Posted in Selected Usages | 9 Comments

Computer-Assisted Legal Research and the Contract Drafter

Yesterday I spent the day at West’s headquarters in Eagan, Minnesota, with a dozen or so journalists and bloggers being introduced to WestlawNext, the next …

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Posted in Uncategorized | 5 Comments

Once More, With Feeling: Make Your Right Margins Ragged and Use One Space After Punctuation

In chapter 15 of MSCD and in this May 2007 post (which has attracted 32 comments) I explain why using ragged right margins makes word-processing …

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Posted in Uncategorized | 25 Comments

A Voice in Favor of Ambiguity?

Via Twitter, I came across a blog post entitled “Effective Contract Drafting: A Subversive Manifesto.” It’s by William Carleton, partner at a Seattle law firm. …

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Posted in Uncategorized | 5 Comments

D.C. Toedt’s “On Technology Contracts” Website

If you’re the sort who routinely rummages in the entrails of commercial contracts, you might well find of interest D.C. Toedt’s website On Technology Contracts. …

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Posted in Uncategorized | 1 Comment

What to Call the Components of the Body of the Contract

Yesterday I gave another of my Osgoode Professional Development seminars in Toronto, to a sellout crowd of eighty. During a break I discussed with one …

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Posted in Uncategorized | 7 Comments

The Perils of Definedtermitis

“Definedtermitis” is a condition caused by excessive reliance on defined terms. It causes clogging of the arteries of your contracts. Those who succumb to it …

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Posted in Uncategorized | 9 Comments

When Linguists Talk About Contract Language

It’s not only transactional types who are interested in contract language. If you want to see how a different online ecosystem approaches the subject, I …

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Posted in Uncategorized | 4 Comments

Disclaiming the Warranty of Title in Sales of Goods

Rarely do I have occasion to offer thoughts on drafting under article 2 of the Uniform Commercial Code, which applies to sales of goods. Here …

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Posted in Uncategorized | 9 Comments

“In Particular”

Today I had occasion to consider use of the phrase in particular in contracts. Here are some examples, taken from the SEC’s EDGAR system: The …

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Posted in Uncategorized | 2 Comments

Recharacterizing Representations and Pre-closing Obligations as Conditions

I’m looking for caselaw or commentary on the following issue relating to the parts of a mergers-and-acquisitions contract. If a buyer wants to address in …

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Posted in Uncategorized | 6 Comments

“Guarantees That”

Today I saw the following in a contract I pulled from the SEC’s EDGAR system: SunPower hereby guarantees that, subject to Section 22, it shall …

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Q&A with Steven Davidoff, Author of “Gods at War: Shotgun Takeovers, Government by Deal, and the Private Equity Implosion”

Currently on my nighttable is Gods at War: Shotgun Takeovers, Government by Deal, and the Private Equity Implosion, by Steven Davidoff. Steven is a professor …

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Posted in Uncategorized | 1 Comment