Yes, I can see that you’re vehemently opposed to a recommendation I’ve made on a topic of interest to you. And yes, I know that you’ve been doing deals for twenty years. The problem is, for twenty years you’ve been relying on conventional wisdom. For twenty years, you’ve been paying the price for the lack of anything resembling coherent commentary … Read More
The current issue of Business Law Today, published by the ABA Section of Business Law, contains my article The Phrase Represents and Warrants Is Pointless and Confusing (here). How’s that for a direct title? This article is a boiled-down version of my recent article in the Tennessee Journal of Business Law (here). I omitted discussion of English law, use of only … Read More
In mentioning in the immediately preceding post (here) the U.S. Securities and Exchange Commission’s EDGAR system, where public companies are required to file their “material” contracts, I remembered the following email I recently received from longtime reader Patrick Grant: I get such a kick out of your descriptions of the EDGAR system I thought it would be fun to collect … Read More
In stating deadlines, one can use a vague standard backed up by a precise standard: Acme shall promptly, and in any event no later than 30 days after it learns of that breach, notify Widgetco of … Well, thanks to a tip from a participant at a recent in-house “Drafting Clearer Contracts” seminar I did in Palo Alto, I learned that some drafters … Read More
It’s a bad idea to use in contracts paired party-name defined terms that differ only in their final syllable: they force readers to work harder, and there’s always the risk that the drafter will by mistake use one defined term instead of the other. Today I asked people on Twitter to help me compile a list of such paired defined terms, and … Read More
Updated October 11, 2015: Gee, I go away for a couple of days and commenters have a party! Here’s where I end up on this: First, hereby purchases and hereby sells are both valid to effect sale of whatever it is. I checked with Chris Kunz, and she confirmed as much. Second, despite suggestions to the contrary in the comments, it doesn’t … Read More
Here’s what I say in MSCD 16.58–60: One way to signal the start of a new paragraph is to indent the first line. Another way is to put space between paragraphs. Typography professionals recommend that you not use both techniques. For example, Typography for Lawyers, at 136–37, says, “First-line indents and space between paragraphs have the same relationship as belts and suspenders. You only … Read More
Regular readers will be familiar with the MSCD enumeration scheme. It’s described in excruciating detail in MSCD chapter 4, as well as in this 2012 post. But I’m keenly aware that the MSCD scheme doesn’t appeal to everybody. This past week, that included a consulting client. That caused the scales to fall from my eyes: in addition to offering my exquisitely … Read More
Yesterday I saw this tweet: #30plainwords. 27. Instead of using therefore, chooseso. #IPLAINDAY. http://t.co/IzOAfqHk7c Join tweet-up #talkplain2015 Oct 13 9am PT — Kate Whiteside (@keykate) October 9, 2015 Hardly a shocking proposition, but it brought to mind the one place in a contract that features therefore, the lead-in: The parties therefore agree as follows: So why not use so instead: … Read More
[Updated October 5, 2015: This post has been quarantined, and at some point I’ll quietly take it off life support. My revised version of the sample language got caught up in the issue discussed in this post: purchase is one thing, payment of the purchase price is another, so it doesn’t make sense to say that you buy something by paying … Read More
