Monthly Archives: April 2010

“Mere Condition”? “Mere Covenant”?

The phrases “mere condition” and “mere covenant” (and the latter phrase’s more modern equivalent, “mere obligation”) occur quite often in caselaw, as well as in …

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“Fully”

MSCD 16.29–31 deals with “rhetorical emphasis.” That’s the term I use to describe language you shovel into a contract provision to show that you really, …

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“Unless and Until”

Parsing redundancy in contract language can get old, because it comes in endless shape-shifting forms. But a fundamental and intriguing kind of redundancy involves conjunctions. …

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Typography: Revisiting My Choice of Calibri

In December 2007 I underwent a Damascene conversion and switched typefaces—for purposes of contracts and pretty much everything else—to Calibri, one of a new suite of …

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Stray Thoughts on Who Should Teach Contract Drafting, and How

The Conglomerate Blog has been running an interesting series of posts on the theme of “Minding our own business: How changes in the business of …

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Open-Source Law and Contract Drafting—A Dead Skunk in the Middle of the Road

In this item on his blog, the inestimable Ron Friedmann ponders the extent to which an “open source” approach to work product would save time …

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New Silicon Valley Date for “Drafting Clearer Contracts”

West LegalEdcenter has added a Silicon Valley date to my 2010 U.S. slate of public “Drafting Clearer Contracts” seminars. It will be on December 9, …

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AdamsDrafting Reader Challenge: What, If Anything, Does “Residual Warranties” Mean?

David Munn, general counsel of contracts intelligence company Pramata Corporation and longtime friend of this blog, recently alerted me to some mystery contract language. Here’s …

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Coming Soon: “The Structure of M&A Contracts”

If all goes according to plan, in a few months I’ll be publishing with West, as a pdf download, my booklet “The Structure of M&A Contracts.” …

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Revisiting “Including”

In the course of rooting around online, I encountered this 2007 analysis by Morris, Manning & Martin of a Georgia Court of Appeals case, Covington …

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Defining “Magic Words” and Related Terminology

I’ve found myself using increasingly often on this blog the phrase “magic words,” so I thought it high time that I explain, to myself and …

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Penn Law News Item About the BCRF Redrafting Project (And Information About the Fall 2010 Project)

The “Newsroom” feature of the University of Pennsylvania Law School’s website contains this item about the redrafting project my class worked on last semester—we redrafted …

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“And/Or” as Scapegoat

Judges and commentators have long fulminated against and/or. One particularly irate judge—perhaps spittle-flecked, with neck veins bulging—referred to it as “that befuddling, nameless thing, that …

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“Sole and Exclusive”

The recent Lawyers Weekly article that I linked to in a previous post contains the following: The phrase “sole and exclusive license,” for example, is …

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Avoiding Fights Over Double Materiality

An M&A-lawyer boogeyman is “double materiality,” which ostensibly arises when a materiality qualification is included in the bringdown condition to one party’s obligation to close, …

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The Lawyers Weekly Ponders Clearer Contract Language

This article by Donalee Moulton in the current issue of the Canadian periodical The Lawyers Weekly considers what’s involved in making contracts clearer. Yours truly …

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The Novell–SCO Litigation: A Lesson in Thinking Through the Implications of Your Drafting

In this May 2007 blog post I wrote about the litigation between Novell and SCO. (That post dealt with the implications of retaining drafts of …

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Some Resources on Document Assembly

[Updated April 6, 2010: Another resource is this recent Law Technology News article on document assembly. Not that it says anything earthshattering.] The comments to last …

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“Forsooth”

Regular readers of this blog will know that I’m committed to drafting contracts in standard English—English as spoken and written by the average educated native …

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