[This post was originally published May 4, 2013. I’m republishing it because a client, of all people, mentioned it to me—I had completely forgotten about it. On revisiting the original post, I decided that it was worth upgrading my new language from thought piece to something I use in my contracts. So I revisited Vinny Martorana’s analysis from two years … Read More
When you encounter confusion in contract language, the thing not to do is to stamp your feet and insist that your interpretation is the sensible one. The confusion I have in mind is whether a deadline of, say, 5:00 p.m. passes once you’ve entered the first second of the five o’clock hour or whether it ends after the last second of … Read More
It’s been a while since I’ve had occasion to write about layout. Here are two issues relating to enumeration in articles. Be still my beating heart. Article Zero? First, last week I gave an in-house seminar at the Beijing unit of an international consortium. As usual, my PowerPoint seminar contained examples drawn from the host’s template contracts, but at the … Read More
Today I saw the following @matt_levine tweet: How lawyers say "midnight." http://t.co/2fZJUY9NBa pic.twitter.com/osjP0ItCd5 — Matt Levine (@matt_levine) March 16, 2015 The number of retweets confirms that there’s train-wreck fascination in convoluted lawyer prose. Midnight is the boundary between the last second of one day and the first second of the next day, so every day has a midnight at each end. … Read More
Although it won’t see the light of day for at least another year, my attention is turning to the fourth edition of A Manual of Style for Contract Drafting. Compared with the difference between the first edition and the second edition, and the difference between the second edition and the third edition, the fourth edition won’t represent as dramatic an upgrade. … Read More
I’m at the end of a whirlwind trip to China. Five seminars in eight days—Beijing, Shanghai, then Beijing again. The impetus for the trip was public seminars in Beijing and Shanghai. I was invited to give the seminars by Simon Huang, through his company SiS Conference Consulting. Simon organizes high-end legal and business training events. He’s very efficient, resourceful, and knowledgeable. … Read More
Having written an article on represents and warrants, I had to find a home for it. That caused me to consider again the whole business of submitting articles to journals run by law-school students. It also caused me to consider the significance attributed to publishing in law reviews. A Prestige-Driven System Academics have long groused about law reviews. As far … Read More
The dates and cities for my 2015 public “Drafting Clearer Contracts” seminars in the U.S. for West LegalEdcenter have been on the “Public Seminars” page of this site for a few weeks, but I thought it best to make that information a little more conspicuous. So here it is: OPEN FOR REGISTRATION April 2, 2015, Nashville, TN May 7, 2015, Chicago, … Read More
My 15 April and 16 April “Drafting Clearer Contracts” seminars in Zurich are fast approaching. They will be my only seminars in Continental Europe this year. For more information, go here.
You might recall that one of the rationales for use of the phrase represents and warrants is that it allows you to specify what remedies are available, namely an action under the contract for breach of warranty, a tort action for misrepresentation, or both. In an as-yet-unpublished article, I demonstrate that using represents or warrants or both doesn’t make sense. I go on to … Read More
