My article Eliminating the Phrase Represents and Warrants from Contracts is now available. It’s in the latest issue of Transactions: The Tennessee Journal of Business Law. Go here for a PDF. This article shows that it’s pointless and confusing to use represents or warrants in a contract to introduce statements of fact. It recommends that instead you use states to introduce … Read More
In two ways, my approach to seminar testimonials has changed over the years. First, I no longer include the name and organization of the person providing a testimonial: I don’t think that information enhances the value of the testimonial, and I’m sure that many people who otherwise would give testimonials decline to do so because they don’t want me parading … Read More
Last week I noticed this post on Dewey B Strategic about Bloomberg BNA’s new product “Bloomberg Law: Corporate Transactions. (Gotta love the colon, which gives it an action-movie-sequel vibe.) For Bloomberg BNA’s own announcement, go here. Above is part of a post on Contract-Automation Clearinghouse. To see the rest, go here. Contract-Automation Clearinghouse is where I now put my posts on contract automation … Read More
I got another tip from a participant at the recent “Drafting Clearer Contracts” seminar in Houston, although I didn’t have the wit to note his name. He suggested that I check out the 2004 opinion in SuperGuide Corp. v. DirecTV Enterprises, Inc., by then Circuit Judge (now Chief Circuit Judge) Sharon Prost of the United States Court of Appeals for the … Read More
Last month I noticed with interest this article by Carol McAlice Currie in the Statesman Journal. It’s entitled “House Passes Bill to Standardize Oregon Contracts.” I recommend that you read the entire article, but here’s the gist of it: Building on a promise to bring more transparency and accountability to government, Rep. Nancy Nathanson delivered on it this week when the … Read More
To be consistent in your contract usages, you have to make decisions big and small. Here’s a small one: which to use, no later than or not later than? Behold what a Merriam-Webster “Ask the Editor” item (here) says: [T]here are differences in the way these two expressions are used. No later than is used more often than not later than, … Read More
Because Google thinks that it’s a good thing to do, I’ve spared no expense to make this site “mobile-friendly.” Let there be rejoicing through the land! Or not. One immediate benefit is that whatever made the blog glacially slow for at least some of you has now disappeared. It’s a work in progress. If you notice anything that needs fixing … Read More
Routine bits of contract clutter have the potential to create real problems. Baron Oursler, senior counsel at the transportation company FleetPride and one of the participants at last week’s “Drafting Clearer Contracts” seminar in Houston, told me about an amazing example of that. I now pass it on to you, dear reader. The Dispute It involves a dispute between UBS … Read More
It’s easy enough to find contracts that use amongst. A search on Westlaw’s version of EDGAR that was limited to items filed in the past three years yielded 4,774 hits. Here are four examples, with those apparently drafted in Commonwealth countries noted with an asterisk: … then the Maximum Indemnification Amount or the balance thereof shall be divided amongst the Office Holders at … Read More
I was mildly surprised to find that I’ve apparently never written anything on this blog about which to use, between or among, when listing the parties to a contract, in the introductory clause or elsewhere. Here’s what MSCD 2.46–48 has to say: In all cases, use between as the preposition in the introductory clause rather than among or a silly couplet (see 1.42) such as by … Read More
