I was recently reminded of Exemplify, “a new breed of research tool for determining market standard language and terms in transactional law practice.” The best introduction appears to be this post by David Hobbie, aka @KMHobbie, on his Caselines blog. Here’s how David describes Exemplify: It is a browser-based clause reference and creation tool that compares clauses you provide with clustered iterations … Read More
I recently saw the following in a book: The words “exclusion” and “disclaimer” are sometimes used interchangeably in warranty provisions, but an important legal distinction exists between them. The word “exclusion” or “excluded” used with respect to implied warranties means that those warranties implied by law are denied entry or admission into the agreement. In other words, if implied warranties … Read More
MSCD 17.16 deals with the phrase to the extent that. It makes the simple point that although to the extent that is appropriate when the degree to which a provision applies depends on some variable, drafters often use to the extent that when if would be more appropriate. Here are three examples: To the extent that [read If] an Award is intended … Read More
In yesterday’s post I wrote about how the Appellate Court of Illinois saw value in useless contract language, namely the traditional recital of consideration and “successors and assigns” provisions. But that post might prompt the following response: “The fact that the court saw value in the traditional recital of consideration and ‘successors and assigns’ provisions means that I should always include such … Read More
The fog generated by traditional contract language is thick enough that I find myself periodically revisiting issues that I’ve tackled previously. In that vein, I’d now like to consider an odd opinion that reader @21law told me about. It involves those two chestnuts, the traditional recital of consideration and “successors and assigns” provisions. The opinion in question is Urban Sites of Chicago, … Read More
Last week I mentioned in this post that the Delaware Supreme Court had cited A Manual of Style for Contract Drafting. Well, yesterday I noticed that in an opinion issued this week (here) the Eighth Circuit Court of Appeals had cited it too, the issue in this case being where to place the defined-term parenthetical when you create an integrated … Read More
