From reader Ben King, general counsel of Jive Communications, I learned about a 2016 opinion of the Supreme Court of Utah, Mind & Motion Utah Investments, LLC v. Celtic Bank Corp., 2016 UT 6, 367 P.3d 994 (PDF here). The moral of this particular story is that if you want a contract provision to be interpreted as a condition, you had better make sure it’s worded … Read More
The word workmanlike features in a lot of contracts on EDGAR, particularly loan agreements and landlord-tenant contracts. Here are three random examples: Borrower shall only use contractors … who generally have a good reputation for completing their work in a neat, prompt and workmanlike manner … All Tenant Improvements shall be done at Tenant’s full cost, expense and risk, shall comply … Read More
In MSCD, as well as in this 2007 post, I say that the phrase during the term of this agreement is usually redundant. I use the following example: During the term of this agreement, the [The] Company shall pay Jones an automobile expense allowance of $1,000 per month, grossed up for income tax purposes, and reimburse Jones for all gasoline … Read More
Do you remember be and hereby is? In this 2007 post I dubbed it “the lamest drafting usage.” Well, we now have another contender. I can’t believe I haven’t written about it previously. It’s—drum roll, please—agrees to and does hereby. The lameness is something to behold. What makes it particularly lame? Primarily it’s the doubling up of verb structures to express … Read More
Yes, it’s time to return to the shall wars. Thanks to the article by Lori Johnson that I discuss in this post, I’d now like to consider a court opinion that I overlooked when it first appeared. I’m referring to Lubbock County Water Control & Improvement Dist. v. Church & Akin, L.L.C., 442 S.W.3d 297 (Tex. 2014) (PDF here). The Court Opinion … Read More
As their principal objection to tinkering with mainstream contract language, traditionalists offer the notion of “tested” contract language—mess with the standard formulations and you invite a world of risk into your lives. My objection to that objection has been that it’s mostly offered without any backup. Usually it’s a platitude that’s invoked as a matter of expediency, to rationalize maintaining the status … Read More
Early in the modest tweetstorm caused by last Friday’s post, I saw this tweet by @JEGrant3: Here's the power of an #MVP: @avvo just got @KonciseD to consult on improving their product. For free. #leanstartup https://t.co/FNf4BrOzvA — John E. Grant (@JEGrant3) April 8, 2016 I was mystified. “MVP”? WTF? But @anseljh came to the rescue, explaining that “MVP” stands for … Read More
You might have seen last Friday’s post about Avvo Legal Forms (here). It prompted enough comment that I thought some follow-up was in order. Avvo’s Response In my post I was categorical that Avvo Legal Forms is, as I put it in the title, a real stinker. That prompted a response from Avvo’s CEO, Mark Britton, as reported by Bob … Read More
I learned from this post by Bob Ambrogi that Avvo, an online legal-services marketplace, has announced that it “has added a selection of no-cost, high-quality legal forms for family, business, estate planning and real estate to its website.” Avvo apparently expects to have more than 200 forms available by the end of 2016. With no enthusiasm, I duly completed the questionnaire for one … Read More
At one of my Geneva seminars this week, a participant told me that Czech law says you have to include certain information in the introductory clause. At my request, she followed up with a colleague, who told her the following: This is stipulated under Sec. 435 of the Czech Civil Code(act no. 89/2012 Coll.). Please see below: (1) Every entrepreneur … Read More
