I’ve heard lawyers from two English “Magic Circle” law firms say, in different words, the same thing: We treat contract templates as a starting point. We want our young lawyers to figure out for themselves how best to adapt the template to the deal. That confuses two parts of the deal process, namely (1) coming up with deal points and (2) … Read More
So far, the only public “Drafting Clearer Contracts” seminar I have planned for Europe is the one in Heidelberg on 25 January 2017. For more information, go here. We already have a quorum, but the more the merrier! If you know of anyone who might be interested in attending, by all means send them a link.
Remember ejusdem generis? It’s the principle of interpretation that holds that if general words follow an enumeration of two or more things, they apply only to persons or things of the same general kind or class. Joe Kimble’s excellent article on ejusdem generis (here) reminded me of the following assertion in Scalia and Garner’s Reading Law: The Interpretation of Legal … Read More
A reader alerted me to a recent opinion of the High Court of Justice of England and Wales in Lehman Brothers International (Europe) v. ExxonMobil Financial Services BV, [2016] EWHC 2699 (Comm) (here). At issue was the meaning of the phrase close of business, as used in a notices provision in a contract. ExxonMobil submitted a notice to Lehman’s London offices at … Read More
ACC Europe is holding its 2017 annual meeting on 7–9 May in Cascais, Portugal. And I’ll be there, as I have a 1.5-hour “Drafting Clearer Contracts” spot on the programme for 8 May. I have in mind devoting my entire time to what I call “the categories of contract language,” which relates to how you use verb structures in contracts. I’m … Read More
Table 4 in MSCD lists a bunch of suboptimal ways of saying may. In the past three years I’ve identified others; see here and here. Today, I’m proud to offer you yet another: is allowed to and its variants! Here are three examples: … and in the absence of any such indication, the Holder shall be allowed to [read may] presume … Read More
The link toward the top right of this page hardly screams for attention, so allow me to mention that you can subscribe to my newsletter by submitting your email address on this page. What is my newsletter, you ask? It’s a once-or-twice-a-month email with a list of blog posts published since the previous newsletter, plus some random musings. You might … Read More
In my recent article on sources of uncertain meaning in contracts (here) I discuss “contract-reference ambiguity.” That involves fights over the meaning of hereunder, herein, and the like. So it’s appropriate that thanks to this post by Larry P. Schiffer on the Insurance and Reinsurance Disputes Blog (my thanks to @zhadu for the tip), we have word of another dispute … Read More
Here’s something I said in this 2015 post: Elegant variation—going out of your way to avoid using the same word or phrase twice—is never a good idea. It’s particularly unfortunate in contract drafting, in which tone plays no part. If you wish to convey the same meaning, use the same word. If you think you’re exploiting shades of meaning by using, … Read More
One company I know of has only a single procurement template that covers purchase of “all works, products, and services.” Another company has a different template (in both one-off and master versions) for purchase of each of the following: Professional services (in other words, consulting) Other services (such as catering and cleaning) Software (without related services) Software (with related services) … Read More
