Monthly Archives: February 2010

One Kind of Fix for Overreliance on a Comma

It’s a bad idea to draft a provision so that its meaning changes significantly when you remove a comma. For one thing, commas have a …

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Can Contracts Be Counterproductive?

Without any editorializing by me, here’s an extract from this article by Sathnam Sanghera in the Times Online: On the one hand, written agreements protect …

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“Closing”

[Updated 12:05 p.m. EST Feb. 24, 2010] Three variations on a closing theme: Does “Closing” Refer to a Process or a Moment in Time? Does …

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A Reminder that Contracts Under Seal Are, Sadly, Still Relevant

In this January 2008 blog post I noted that the requirements for what constitutes a “contract under seal” have been relaxed to the point of …

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New Article on the Ethics of Contract Drafting

Thanks to the Legal Writing Prof Blog, I learned of an article entitled “The Ethics of Contract Drafting.” It’s by Gregory M. Duhl, associate professor at …

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More “Or” Ambiguity

One of the chapters of MSCD that I sweated most over was chapter 10, “Ambiguity of the Part Versus the Whole.” Here’s the first paragraph: …

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Excluding Consequential Damages Is a Bad Idea

[For a follow-up to this post, see this March 2, 2010 blog post.] I have in front of me a contract—it’s for the sale of …

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“Specific”

When it occurs in contracts (apart from its use in the phrase specific performance), more often than not the word specific serves no purpose. Consider …

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Business Integrity Launches ContractExpress.com: Q&A with Andy Wishart, CTO of Business Integrity

Longtime readers of this site will be familiar with the name Business Integrity, developer of ContractExpress (formerly DealBuilder) document-assembly software. Fixing contract drafting involves fixing …

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Update Regarding “Fraud” and “Intentional Misrepresentation”: Let’s Get Rid of Them!

Here are some follow-up thoughts prompted by reader Chad’s comment to my recent post on use of the couplet fraud or intentional misrepresentation in indemnification provisions. …

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General Writing or Contract Drafting: Which Is More Demanding?

Today I came upon yet another article exploring law students’ lack of basic writing skills: Aïda M. Alaka, The Grammar Wars Come to Law School, …

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“Fraud” and “Intentional Misrepresentation”

The other day a law-firm partner who specializes in M&A called me to discuss the terms fraud and intentional misrepresentation. He noted that it’s commonplace …

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ECC Capital Corp. Sues Law Firms for Contract-Drafting Malpractice

The following is from this article by Drew Combs on the AmLaw Daily: Latham & Watkins and Manatt Phelps & Phillips are the targets of …

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LTN Article on the Hidden Perils of Boilerplate

On the Law Technology News website is “The Law of Unintended E-Consequences,” an interesting article by Stanley P. Jaskiewicz, a member of the Philadelphia law …

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“Proprietary”

This from reader Chris Lemens: This bugs me. I see a lot of nondisclosure agreements. A typical definition of the information protected by such an …

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Kicking the Tires of WestlawNext

Last week I was at West’s headquarters in Eagan, Minnesota, with a dozen or so journalists and bloggers, attending a series of presentations on WestlawNext, …

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