[Updated 8 Dec. 2021: Ignore this post! I got it wrong! I misunderstood the function of not be entitled to. It would make sense to delete this post, but instead I’ll keep it here as a monument to my frailty. Or something.] Let’s talk dual verb structures. I’ve written about them previously. For example, see this 2007 post about be … Read More
We all know that the phrase represents and warrants is pointless and confusing, to the point of being plain-old dumb. (What, you’re not aware of that? Then go read my 2015 law-review article.) In theory I’m open to rational discussion on the subject, but no one has been able to make a dent in my reasoning. But that doesn’t mean … Read More
It’s been a long time since I’ve offered you an effed-up way to impose an obligation on the subject of a sentence. With that in mind, I now proudly present *drum roll* hereby binds itself to! Mostly, hereby binds itself to is used as a needless variant of hereby assumes all obligations under, or some such. But here are some … Read More
Regular readers will know that the foundation of controlled drafting is how you use verb structures. I address that in my “categories of contract language” framework. (See this post for my quick-reference chart on the subject.) One of the more crowded categories-of-contract-language topics is when the obligation is imposed on someone other than the subject of the sentence. Well, it’s … Read More
Generally it’s a bad sign when one talks about dreams, but bear with me. This morning I woke with a start. In my sleep I had been running through verbs in my mind. When it was the turn of abstain, what’s when my eyes popped open. Of course! Why hadn’t I thought of abstain before! I reached for my laptop. … Read More
CONTRACT-DRAFTING NOIR (Episode 338) Man sitting in a nondescript motel room at night. Bright lamp illuminates him but leaves his face in shadow, as does his fedora. His voice is as world-weary as his slouch. It’s real simple, see: Use the passive voice, drop the actor, bad stuff happens. Today’s cautionary tale comes from another tipster in the contracts deep … Read More
OK, kids, this is my most novel categories-of-contract-language post in a while. Let’s start with hereby. Here’s what MSCD ¶ 3.35 says: One helpful element of language of performance is hereby, which signals that the act described is being accomplished by the speech act itself. You could omit hereby, as in [1-1a], but this use of hereby is consistent with … Read More
One of my favorite categories-of-contract-language topics is what I call “throat clearing.” That’s when you have an extraneous verb structure bolted to the front end of a sentence. I haven’t discussed throat-clearing much on this blog, so here’s the first section of MSCD‘s treatment of the subject: I mention this because of an exchange I had today with Matt Boyd … Read More
Use stipulates that in a contract? No thanks. Sometimes it’s used in language of declaration, instead of acknowledges: Borrower acknowledges and stipulates that the Loan Agreement and the other Loan Documents executed by Borrower are legal, valid and binding obligations of Borrower that are enforceable against Borrower in accordance with the terms thereof … . In addition, Executive stipulates acknowledges that … Read More
Consider the following: If the Borrower [be] [is] in default, … It is a condition to closing that the Buyer [have] [has] received an opinion of Acme’s counsel … . If Acme requires that Widgetco [pay] [pays] the purchase price in zlotys … The Company recommends that the Employee [retain] [retains] a lawyer … In each example, the first bracketed verb structure … Read More
