Two Language-of-Performance Variants

Last night I saw the following tweet from @kemitchell: https://twitter.com/kemitchell/status/592537342612668416 Ah, variants on a category of contract language, namely language of performance! Here's the relevant bit of MSCD 3.20: If you omit hereby from Doe hereby purchases the Shares, it would be clear from the context that the intended meaning isn't that Doe is in the habit of … [Read more...]

There’s More Than One Way to Sell a Company

Yesterday ContractsProf Blog published this guest post by Tina Stark. It serves as a reminder that drafters should distinguish sale of a company from a shareholder's selling shares. It also serves as a reminder that there are different ways to sell a company. Here's the gist of it, from Tina's post: In  Buckingham v. Buckingham, 14335 314297/11, NYLJ at *1 (App. Div., 1st, Decided March 19, … [Read more...]

Being Specific in Contracts Can Help Avoid Confusion When Circumstances Change

Recently Eric Goldman (otherwise know as @ericgoldman) alerted me to In re SuperMedia, Inc., an opinion by the Delaware U.S. Bankruptcy Court. (Go here for a PDF copy.) It has a lesson to offer regarding how to avoid confusion over whether contract terms apply to changed circumstances. Marketing company SuperMedia had a contract with Yellow Pages Photos, Inc., a provider of stock images. Here's … [Read more...]

Thoughts on Style Versus Substance

There's style, and there's substance, no? Well, not quite. Some drafting decisions don't affect meaning. That includes all decisions relating to the look of a document. It also includes some decisions regarding wording. Witless archaisms such as witnesseth don't affect meaning. And consider Acme may purchase the Shares and Acme is authorized to purchase the Shares. I recommend using the … [Read more...]

Bringing Outside Organizations into the Law School

In addition to bringing in outside lawyers to take part in my “intensive” Contract Drafting course at Notre Dame Law School (as described in this post), I wrapped up the course with a drafting project for an outside organization. More specifically, we prepared our version of a new template contract for Girl Scouts of the United States of America (GSUSA). For a number of years now, I’ve arranged … [Read more...]