The phrases “mere condition” and “mere covenant” (and the latter phrase’s more modern equivalent, “mere obligation”) occur quite often in caselaw, as well as in the literature on contract law. A search of Lexis’s “Federal & State Cases, Combined” database found 940, 536, and 353 instances, respectively, of those phrases. But those phrases, and analogues using “merely,” make me uneasy, particularly when used … Read More
MSCD 16.29–31 deals with “rhetorical emphasis.” That’s the term I use to describe language you shovel into a contract provision to show that you really, really mean it. Every so often I encounter new examples of rhetorical emphasis. (See for example this August 2008 blog post about in all respects.) Here’s another symptom of rhetorical emphasis: fully. More often than … Read More
Parsing redundancy in contract language can get old, because it comes in endless shape-shifting forms. But a fundamental and intriguing kind of redundancy involves conjunctions. It’s high time that I consider unless and until. It features prominently in contract language. For example, 842 “material contracts” filed on the SEC’s EDGAR system in the past month use unless and until. (Another 26 use … Read More
In December 2007 I underwent a Damascene conversion and switched typefaces—for purposes of contracts and pretty much everything else—to Calibri, one of a new suite of Microsoft typefaces. Calibri has been designated the default typeface for body text in Office 2007, and the Word 2007 default font for body text is 11-point Calibri. (Click here for a pdf sample of Calibri.) … Read More
The Conglomerate Blog has been running an interesting series of posts on the theme of “Minding our own business: How changes in the business of law might affect law schools and what law professors should be doing about it.” The most recent one is here, and is by Michelle Harner, associate professor at the University of Maryland School of Law. … Read More
In this item on his blog, the inestimable Ron Friedmann ponders the extent to which an “open source” approach to work product would save time and money for law departments. Here’s how Ron frames his thought experiment: So assume that confidentiality, privilege, and competitive issues matter not, that law departments contributed a significant portion of work product—generated internally or by … Read More
West LegalEdcenter has added a Silicon Valley date to my 2010 U.S. slate of public “Drafting Clearer Contracts” seminars. It will be on December 9, at the Network Meeting Center at TechMart, 5201 Great America Parkway, Santa Clara, California. For more information, go here. If you’d like to take advantage of my being in the area and arrange an in-house … Read More
David Munn, general counsel of contracts intelligence company Pramata Corporation and longtime friend of this blog, recently alerted me to some mystery contract language. Here’s the text of a question he posted on a couple of online forums of the Association for Corporate Counsel, to no avail: I’m reviewing some proposed website terms of use and came across the following … Read More
If all goes according to plan, in a few months I’ll be publishing with West, as a pdf download, my booklet “The Structure of M&A Contracts.” And I’ll also be doing with West a new webcast with the same title; an M&A “name” has already agreed to join me as co-presenter. Here are the opening three paragraphs of the current manuscript … Read More
In the course of rooting around online, I encountered this 2007 analysis by Morris, Manning & Martin of a Georgia Court of Appeals case, Covington Square Associates, LLC v. Ingles Markets, Inc., 283 Ga.App. 307, 641 S.E.2d 266 (Ga. Ct. App. 2007) [pdf]. Better late than never, let’s look at this case. It involves a dispute over a shopping-center lease … Read More
