There’s this: On signing this agreement, the Sponsor is paying Acme $500,000 by check toward the cost of developing the Program. I do believe that what we have here is that most rare creature, a candidate to join the categories of contract language. I’m inclined to call it “language of concurrence.” But the bigger question is whether it serves a useful … Read More
Do I really have to say it? OK, here goes: inure (meaning “to take effect; to come into use”) is lame. You might know inure from “successors and assigns” provisions: This agreement is binding upon, and inures the benefit of, the parties and their respective permitted successors and assigns. But since we’ve happily consigned the “successors and assigns” provision to oblivion (see … Read More
Because he happened to cite one of my posts on the subject, I came across this post on liquidated damages by Virginia litigator Lee Berlik. It discusses a recent Virginia case regarding a contract provision that allowed a party to choose between liquidated damages or some other, greater remedy. Here’s the language at issue: If the Seller does not elect to accept … Read More
For data nerds, recent years have seen relentless progress. More! Better! Cheaper! But that’s not the case for one subgroup—contract nerds. Many moons ago (2006), I wrote here about word-searching exhibit 10 filings on the U.S. Securities and Exchange Commission’s EDGAR system. The SEC requires that companies file their “material contracts” on EDGAR using the “exhibit 10” designation. So exhibit 10 filings represent … Read More
Warning: The following is for serious defined-term geeks only. MSCD 6.18 says, “Put any set of autonomous definitions in alphabetical order.” I’d like now to suggest an exception that could apply when two or more autonomous definitions are placed “on site” in their own subsection (as opposed to being placed with other autonomous definitions in a definition section). But at the … Read More
Consider the following, which relates to the consequences of Acme’s cancelling a purchase of equipment: Acme shall reimburse the Vendor for reasonable expenses that the Vendor incurs in connection with manufacture of the Units being cancelled. Hmm. Does that mean Acme has to reimburse only expenses incurred after cancellation? Arguably. Now consider this: Acme shall reimburse the Vendor for reasonable … Read More
Although the way I’ve chosen to earn my living has its challenges (like any other), there’s one aspect of law-firm life that I don’t miss: the sense of panic that would come over me on realizing that I might have left something out of a draft contract or made some other drafting mistake. It could strike at any time, and … Read More
Reader Vance Koven prodded me to look at this post by Marianna Brown Bettman on her blog Legally Speaking Ohio (via this post on ContractsProf Blog). It’s about an appellate decision involving a contract between a general contractor and a subcontractor. Here’s the language at issue: Receipt of payment by contractor from the owner for work performed by subcontractor is … Read More
It’s West LegalEdcenter’s sensible policy to pull webcasts after a couple of years. It follows that they’re no longer offering the “Drafting and Reviewing Confidentiality Agreements” webcast that I did for them in 2012. Well, I’m comfortable saying that the state of the law and practice is such that the webcast is still entirely relevant. So rather than let it languish, I’m now making it … Read More
So, how long have I been doing this? About fourteen years? Well then, how come it has taken me this long to write about wherefore? Excuse me, WHEREFORE. There’s archaic, then there’s bizarro archaic. WHEREFORE falls into the latter category. One meaning of wherefore is “why,” as in “Wherefore art thou Romeo?” Another meaning is “as a result of which,” “therefore.” I’ve … Read More
