Longtime readers will be aware that I’m particularly fond of finding effed-up ways of saying may. The fourth edition of MSCD lists in table 4 more than a dozen wordier and less-clear ways of saying Acme may, but this post from earlier this year confirmed that that list wasn’t exhaustive. And today, thanks to my work on the LegalSifter production … Read More
There’s a specialized kind of business contract that I’ll call “general terms”—a document created by a company or other organization to describe how its system operates. A set of general terms might describe how Acme sells widgets to many different buyers, or it might describe a network, with different kinds of entities playing different roles. A set of general terms … Read More
The case before us is Grumpy Cat Limited v. Grenade Beverage LLC, No. SACV152063DOCDFMX, 2018 WL 2448126 (C.D. Cal. May 31, 2018) (PDF here). It has something to tell us about how not to handle the distinction between conditions and obligations. A coffee shop signed a licensing agreement with the owners of Grumpy Cat. It used the Grumpy Cat name and image … Read More
From reader Zack Miller, of Sacramento, California: What are your thoughts on organizing credit agreements based on affirmative and negative covenants? (i.e., an article devoted to affirmative covenants and an article devoted to negative covenants). It makes sense to a lawyer, but is it really the best way to organize the various promises in a contract? Let’s start by considering … Read More
A year ago I published in this post the first draft of what I called a “quick reference” to the categories of contract language—a summary of the different categories, what they look like, what they’re used for, and where you can find more information. Go here for the version included in chapter 3 (The Categories of Contract Language) of the fourth … Read More
[Updated 11 Dec. 2021: For more on this topic, see this July 2018 post and this April 2020 post.] For a while now, I’ve asked myself what category of contract language to use when providing for one party to invoice the other. Here are the possibilities: Language of obligation: Widgetco shall invoice Acme monthly in arrears for purchases under this … Read More
I signalled in this post that my task of compiling guidelines to the building blocks of contract language is largely done. But it will never be over, and here’s an example of that. I recently encountered the formula this agreement allows. That sent me to EDGAR, where I found the following examples: As a general form of contract, this Agreement … Read More
Welcome back to the categories of contract language! Consider the following alternatives: Language of Discretion The Customer may purchase Widgets only by using Acme’s purchase-ordering system to submit a purchase order to Acme. Language of Obligation Used to Express a Condition To purchase Widgets, the Customer must submit purchase orders to Acme through Acme’s purchase-ordering system. Which do you prefer? … Read More
Today a reader posted the following comment (found here): Ken, I have been pushing your rules about shall and must since I started drafting contracts. Recently, a colleague said that we should use must exclusively. He pointed to the following link to bolster his case: https://www.faa.gov/about/i… I wanted to point it out for your opinion. Thanks If you want to … Read More
A benefit of this blog is that I get to try out new ideas. Often enough, I end up revisiting those ideas. That can make the original post out of date, but that’s a blogging fact of life. (I’m not disciplined enough to always put a link in the original post.) Here’s an example for you. In this post from … Read More
