In this comment, longtime reader Vance Koven suggests using Acme shall seek to instead of Acme shall use reasonable efforts to. He says that they’re equivalent, in that any court would apply a reasonableness standard to an obligation stated using seek. I understand Vance’s point. In fact, I’m going to go further. Why use the somewhat dated and literary seek? … Read More
Although I’m committed to helping anyone who’s interested become an informed consumer of contract language, I think it’s self-evident that automated contract creation is the most effective way to scale rigorous contract language. That’s why I continue to discuss automation with my clients. Some of you might recall that my software of choice is ContractExpress. That remains the case even though … Read More
Two people I enjoy following on Twitter are Kyle Mitchell (@kemitchell) and Ansel Halliburton (@anseljh). They’re half my age and twice my technical sophistication, they’re interested in contracts, and they throw around ideas that largely go over my head but certainly seem ambitious. Here’s Ansel’s latest idea: Updated some *very early* thoughts about what Simplified Legal English could look like. Comments? … Read More
In this 2015 post I suggested that “instead of addressing each deal point in a separate sentence, you can often consolidate them.” When you do that, instead of using two main verbs to cover two deal points, you need only one main verb. But the example I used to illustrate this point ended up being hijacked by a substantive issue. … Read More
Note use of the Latinism prima facie in following provisions, which I extracted from EDGAR without anaesthesia: The Finnvera Facility Agent shall maintain in its books at the Finnvera Facility Agency Branch a record of the Term Loan attesting as to the total of the Borrower’s indebtedness to the Tranche A Lenders. These accounts or registers shall constitute, in the … Read More
Not enough people write about contract usages, so I’m pleased when a new article arrives on the scene, particularly when it’s written by someone other than me. But one sign of a mature marketplace of ideas is when commentators build on the work of others, instead of treating a given topic as if they’re the first to examine it. With that in … Read More
Here are five versions of the same sentence, but with the phrase at its expense positioned differently in each one: 1. At its expense, the Publisher shall send 20 review copies of the Work to individuals named by the Author. 2. The Publisher shall at its expense send 20 review copies of the Work to individuals named by the Author. 3. … Read More
In October I’ll be giving seminars in Toronto for Osgoode Professional Development. On 24 October I’ll be giving my regular “Drafting Clearer Contracts” seminar; on 25 October I’ll be giving my “advanced” seminar entitled “An Intensive Program in the Categories of Contract Language.” As soon as more information is available, I’ll add a link to the “Public Seminars” page of this site.
This post on ContractsProf Blog by Myanna Dellinger begins as follows: If a recording artist enters into a personal services agreement with a record company that, among other things, contains a promise that the artist will “look solely to [a corporate version of the music band] for the payment of my fees and/or royalties … and will not assert any … Read More
In my post on no-reliance language (here), I link to this blog post by Glenn West. In it, Glenn doesn’t mess about. He mentions me right off the bat. And he drops the G-bomb. That’s right—guru. It’s a label that has stuck with me, probably thanks to this 2007 article in the Canadian periodical The Lawyers Weekly. I’m OK with … Read More
