Via this IP Draughts post, we learn that another English court has held that if a set of statements of fact is introduced by warrants, those statements of fact do not also constitute representations giving rise to a claim for damages under the Misrepresentation Act 1967. Mark notes that this opinion is of limited interest, as it involves only a hearing of an application for summary … Read More
I love it when after writing about a usage and describing it as awkward, I’m able to demonstrate that it’s not only awkward, it can also lead to fights. Today’s example of that is my December 2015 post about how to express termination with prior notice (here). Today a reader emailed me as follows: Suppose a termination provision of a contract reads, … Read More
This week a reader asked me about including at least—yet another phrase I’d never thought about before. That phrase is unobjectionable when it’s used to express that a given set must including a minimum number, or minimum proportion, of something or other. Here are some random examples from EDGAR: … the Parties shall refer such dispute to the Chief Executive … Read More
I’m delighted that on Tuesday, 8 November 2016, from 18:00 to 19:30, you will find me at the UCL Events Pavillion, Main Quad, Gower Street, London WC1. That’s because I’ll be taking part in a panel discussion hosted by UCL Faculty of Laws entitled Dysfunction in Contract Drafting: Are the Courts, Law Firms, and Company Law Departments Stuck in a Rut? It will … Read More
Via @lisasolomon I learned of a new piece by Glenn West. It’s entitled Contract Drafting 101: A Checklist Derived from Recent Caselaw, and it forms part of the materials for a course for in-house counsel offered on 10 August 2016 by the State Bar of Texas. It’s available here. For information about the course, go here. In this piece, Glenn considers recent caselaw that illustrates … Read More
Longtime readers will know that I make it a point periodically to prod the carcass that is the notion that different efforts standards impose obligations of different levels of onerousness. Well, it’s time to prod the carcass once more. This morning I used the phrase good reason. That led me to ponder the rhetorical function of good in that phrase—what’s the … Read More
You’re a client. I give you my redraft of one of your templates. We discuss my version. During those discussions, you ask that I restore the capital A to this agreement. Here’s what MSCD 2.110–.110 says about that: It’s common practice to create in the introductory clause the defined term this Agreement. … But this defined term is unnecessary: the definite article this in … Read More
You might find of interest The Inefficient Evolution of Merger Agreements, a law-review article by two law-school professors, Robert Anderson and Jeffrey Manns. (You can get a PDF copy here.) The authors did something that is still relatively novel when it comes to study of contract drafting—they engaged in empirical research. Specifically, they used computer textual analysis to analyze 12,000 public-company merger agreements … Read More
My post on contracting by the US states (here) prompted @CherylStephens to inform me on Twitter of this post from a couple of days ago on the UK government blog Digital Marketplace. It’s by Jason Waterman from the Crown Commercial Service and Warren Smith from Government Digital Service, and it’s entitled Working together to design government contracts for the digital age. It’s … Read More
I noted with interest this article on problems with Virginia’s contracting system. I’ll take the liberty of quoting most of it: Virginia’s $6 billion-a-year contracting system has serious flaws — including multi-million dollar contracts managed by untrained staff and contracts that are prepared without legal review, according to a new state report issued Monday. The General Assembly’s watchdog agency, the Joint … Read More
