I think it’s time I said something about right, title, and interest, no? You just know that right, title, and interest is a bit of inflated legal phrasing that serves only to make legal prose suitably sonorous. That the three elements are invariably kept in the same order is one sign that their function is incantatory and not substantive. But let’s look more … Read More
Yesterday I had an exchange on Twitter with Pam Chestek, aka @pchestek, proprietor of the Property, Intangible blog. (You’ll see next month my article that sprang from a fruitful discussion I had with Pam a few months ago.) Yesterday’s exchange was prompted by my post on paid-up and royalty-free (here), but it strayed into the role of clarity in contracts. … Read More
The publishing people at the American Bar Association are particularly happy with A Manual of Style for Contract Drafting. Usually sales of a book drop off with each new edition. With MSCD, each edition has sold more than the previous one. With that in mind, I noticed that according to Google Analytics, yesterday there were 3,405 visits to this site. That’s the … Read More
Ah, the marketplace of ideas! You get to set up your soapbox on any street corner and do your darnedest to plug your ideas. May the best ideas win! But even the rough-and-tumble of the marketplace of ideas has a code of conduct. For one thing, you don’t get to have your ideas prevail over the other guy’s by putting … Read More
A topic of particular interest to me is the ways in which contract terminology used by those practicing in common-law jurisdictions doesn’t make sense in a contract governed by the law of a civil-law jurisdiction. It’s a topic I’ve touched on sporadically; see for example this 2009 post on enforceability of time is of the essence provisions in civil-law jurisdictions. … Read More
From MSCD 4.94: In the interest of consistency and to facilitate revisions, when referring to two or more subsections of the same section, repeat the section number. For example, say section 6(b) or 6(c) instead of section 6(b) or (c). But another reason for this practice came to mind when I looked at the language at issue in this morning’s … Read More
Today I saw this post by Francis Pileggi on the Delaware Corporate & Commercial Litigation Blog. It’s about the recent opinion of the Delaware Court of Chancery in Cyber Holding LLC v. CyberCore Holding, Inc. (PDF here). Cyber Holding LLC (“Seller”) sold CyberCore Corporation (the “Company”) to CyberCore Holding, Inc. (“Buyer”) (what an imaginative bunch of names) in a transaction that closed in … Read More
Some of you will recall that in December 2010 I launched Koncision Contract Automation and the accompanying website. I shut it down in June 2014, but it was irrelevant long before that. A few days ago I announced a new business, Adams Contracts Consulting. The factors behind the demise of Koncision are the same as the factors behind my starting Adams … Read More
A few months ago someone contacted me about redrafting their organization’s template confidentiality agreement. It was a simple enough matter, and after some back and forth, I was ready to start. Then I had a phone call with a colleague of my initial contact. I soon gathered that this person didn’t have in mind my redrafting the template. Instead, I would … Read More
Via this post by @bobambrogi, I learned that Adobe has made public a 30-page document called The Adobe Legal Department Style Guide, to encourage others to use it and adapt it for their own legal departments and law firms. Here’s why I’m writing about it: This document applies to all In-House Legal Department communication and documents, but has a special focus … Read More
