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Seminar Update: No 2015 Australia Seminars

I’m sorry that I’ve been slow to post this, but I won’t be doing seminars in Australia in 2015, even though the author note in my 2014 article for the ACLA Journal (here) said that I would be. It’s not for lack of demand. Instead, Melbourne University has been going through serious budget woes, so my partner Melbourne Law School simply … Read More

Reports of Automated M&A Contract Creation Have Been Greatly Exaggerated

Over the weekend @bickmark sent the following tweet my way: .@KonciseD Does the quote regarding questionnaire-based automation ring true? Has BigLaw automated the M&A agreement? http://t.co/Ok1R2ZZMhO — bickmark (@bickmark) December 28, 2014 Here’s my transcription of the relevant bit of that Marketplace radio segment: This post is on Contract-Automation Clearinghouse. To see the rest, go here. Contract-Automation Clearinghouse is where I … Read More

Plenty of Room for Improvement: My Critique of IBM’s New Two-Page Cloud-Services Contract (Updated with PDFs Containing the Comments)

Via a regular source of my Twitter leads, @ronfriedmann, I learned of this article in Corporate Counsel by Sue Reisinger about how a team at IBM “earned international recognition for taking dozens of pages of complex contracts for cloud services and reducing them to a simple, two-page document.” Assuming that you get rid of the dead wood, make appropriate trade-offs, and don’t … Read More

The Sad Truth About Promiscuous Copying of Contract Language

I recently came across this blog post on Clio’s website. Clio is software that handles time and billing, calendaring, and collaboration, but this blog post is about something else—how law firms can use “commercial legal forms.” It suggests three possible uses: You can copy them. You can resell them. Or you can create and sell your own. Here’s my take … Read More

Litigation Over the Meaning of “Pro Rata”? Don’t Be That Drafter

Here’s a story told in this post on the BeLabor the Point blog: A contract between a company and a departing employee stated that the company  would pay the employee “an annual salary in the amount of $56,398.68 pro rata from the Termination Date of April 1, 2013 through May 24, 2013.” The company subsequently issued the employee four checks, one every two … Read More

“Actual”

Does the word actual have a role to play in contracts? Sure, when it’s used to draw a contrast with some other attribute: any actual or alleged damage their actual or potential adverse impact Or when a word arguably some other, non-actual meaning. Referring to actual knowledge is appropriate to avoid anyone suggesting that you’re referring to imputed knowledge. But … Read More

Overhauling Your Contract Process? Don’t Skimp on Contract Creation

Via this post by Tim Cummins, I learned of this article in the National Law Journal by Mark Harris, chief executive officer of Axiom, “a provider of technology-enabled legal services” (to quote the author note). In the article, Mark describes the costs and risks of an improvised approach to managing the contract process. He then proposes an alternative, offering as an example steps taken by … Read More

New In-House Offering: Seminar on Advanced Categories of Contract Language

Recently I did in Toronto a day-long workshop entitled “An Intensive Program in the Categories of Contract Language.” “The categories of contract language” is my term for issues relating to use of verb structures in contracts, including how to express obligations, the distinction between obligations and conditions, and appropriate use of the word shall, among many others. Handling the categories … Read More

Can a Trust Enter Into a Contract?

At one of my recent Toronto seminars, a participant mentioned something about how a trust cannot enter into a contract. So I followed up by asking Amy Morris Hess about this. She teaches at the University of Tennessee College of Law and is a prominent authority on trusts and estates. (She’s the successor author of the leading treatise in trust and … Read More

Does It Make Sense to Require Someone to Use “Efforts” to Complete Something in a Reasonable Time?

One reason I keep an eye on Twitter is that occasionally random bits of interesting drift by. For example, behold the following: Is this a confusion of effort standards? – Contractor will use its best efforts to complete the project in a commercially reasonable time — Andrew Share (@ContractClutter) December 3, 2014 First, the issue isn’t “best efforts” being combined with … Read More