Month: July 2017

Choosing Between Alternative Usages

Recently I received the following from longtime reader Jeff Wheeler: Here’s a little timewaster of an article that nonetheless got me pondering a drafting question: http://lifehacker.com/lets-end-the-gif-jif-pronunciation-debate-right-now-1796419121. After pondering the relevance of weightier debates to this one, the author seems to conclude there’s no objectively correct answer or superior argument to be made for one pronunciation versus the other, and advises that … Read More

Glenn West on No-Third-Party-Beneficiary Provisions

I bring you glad tidings of a new post by Glenn West on Weil’s Global Private Equity Watch blog. It’s entitled On Naval Ramming Bows and Contractual Boilerplate—Are Standard “No Third-Party Beneficiary” Clauses Always a Good Thing? To whet your appetite, I present you the key bits: Glenn reminds us of the limited utility of no-third-party-beneficiary provisions: While most contracts contain … Read More

“Irrevocably Consents”

[Updated 2 Jan. 2022: For a court that disagrees with Reyes as it applies to the TCPA, see Ammons v. Ally Financial, Inc., 326 F. Supp. 3d 578, 595 (M.D. Tenn. 2018).] Thanks to this post by Eric Troutman on Dorsey’s Consumer Financial Services Update, I learned about Reyes v. Lincoln Automotive Financial Services, No. 16-2104-CV, 2017 WL 2675363 (2d Cir. June 22, … Read More

More on the Value of Troubleshooting Your Contract Templates

In this post I mention that I troubleshoot company templates. I’ll now explain why that service that has value. Contract-drafting is long and life is short, particularly if decisions regarding contract drafting are left to the individuals in an organization. You’re a fan of clear and modern contract language? That’s great, but you have some obstacles to overcome before you … Read More

Does GE Have Guidelines for Contract Language?

I have a fantasy. Let me tell you about that fantasy. Don’t worry, it’s nothing lurid. In my fantasy, a company adopts a detailed set of guidelines for contract language. Those guidelines apply to every contract, regardless of what part of the company is responsible for it. They’re not namby-pamby, we-think-this-would-be-a-good-idea guidelines: if you want to keep drafting, reviewing, and … Read More

“Is Committed To”

This is from an intercompany services agreement dated 3 July 2017 between General Electric Company and Baker Hughes that I happened upon in the SEC’s EDGAR system (PDF here): SECTION 10.16 Integrity. Each Party covenants that it is committed to unyielding integrity and will act in a manner consistent with the GE Integrity Guide for Suppliers, Contractors and Consultants, a … Read More

How to Handle Statements of Fact, in 397 Words

Recently I sent a consulting client a short explanation of how I handle statements of fact. Here it is, in case it’s of interest: I thought you might find it helpful if I summarized how I treat statements of fact. As a general matter, incorrect statements of fact give rise to a remedy. If the idea is that an incorrect … Read More

Levels of Contract Template Dysfunction, from DEFCON 5 to DEFCON 1

I figured that rather than just speaking generally about dysfunctional contract templates, it might be helpful if I give you a sense of the different kinds of dysfunction I see. So I’ve co-opted the “defense readiness condition,” or “DEFCON,” alert state used by the U.S. armed forces. It prescribes five graduated levels of readiness (or states of alert) for the U.S. … Read More

Another Circular Definition

In this 2016 post I wrote about circular definitions. Now, thanks to @saBEERmetrics, we have another example: Ok, this is definitely one to write about. Using circular logic in definitions. X means everything except Y. Y means anything that's not X pic.twitter.com/Tc1PzNU1KF — saBEERmetrics (@saBEERmetrics) July 3, 2017 Here are the relevant definitions: all Governmental Approvals that CUSTOMER is required … Read More

Dubai “Drafting Clearer Contracts” Seminar on 9–10 August 2017

On 9–10 August, I’ll be doing a “Drafting Clearer Contracts” seminar in Dubai for Marcus Evans. It’s a two-day seminar; Marcus Evans always asks me to do two days. For more information, contact Mary-Ann Loui, at marya@marcusevanskl.com or at +603 2723 6757. This will be my first public seminar in Dubai. (I’ve done several in Abu Dhabi.) I’m looking forward to … Read More