Given my recent post on German speakers and will (here), I was intrigued to have a participant at yesterday’s “Drafting Clearer Contracts” seminar in Boston ask me why Germans are so eager to use the verb guarantee in contracts. I’m not sure what use of guarantee that participant was referring to. Guarantees plus noun or guarantees that plus verb? (For … Read More
The other day I heard about the Series Seed documents for the first time. What, you ask, are the Series Seed documents? This is how they’re described on the Series Seed website: The Series Seed Documents are a standardized set of documents that can be quickly and easily deployed for a seed investment: to help get a company financed properly, legally, … Read More
I’m gearing up for the fall 2013 season of public “Drafting Clearer Contracts” seminars (although in some locations a different title is being used). Here’s the lineup: Boston, September 12 Minneapolis, October 9 Calgary, October 24 Washington, D.C., October 31 Toronto, November 6 New York, November 7 Seoul, November 14 Singapore, November 19 Kuala Lumpur, November 21 Abu Dhabi, November … Read More
As you’ll note from my recent blog posts, I’ve been having a busy time in the marketplace of ideas. Here’s another installment, prompted by a reader inquiry: Had I seen this article in Canadian M&A Perspectives? And what did I think of it? Corporate Counsel Article Well, let’s start by looking at this article in Corporate Counsel, which the Canadian … Read More
Everything old is new again. Or something. Last week I noticed this post on ContractsProf Blog. It’s about a subject dear to my heart—the recital of consideration. So I rattled off a comment, without thinking too hard about it. Well, my comment prompted three vigorous responses, leading me to submit a second comment. Because my second comment might be of … Read More
Today @KentPitman shared the following thought with me: I used to do programming language standardization both nationally and internationally. I noticed some German speakers had a particular attitude (I’d almost say phobia) around the use of the word “will” as a compulsion. They never explained it and seemed to think it was obvious, so I’m not certain, but I eventually came … Read More
Episode 5 of the third season of the U.S. TV show “Suits,” set in a corporate New-York-but-actually-Toronto law firm, features the following exchange between the character Louis Litt, a goofy transactional partner (played by Rick Hoffman), and an associate by the name Simon, after Louis thrusts in Simon’s face an unspecified written assignment that Simon had submitted to Louis: Louis: … Read More
Via this post on Legal Informatics Blog, I learned of an article entitled Modularity and Innovation in Contract Design: A New Path for Transactional Legal Practice, 18 Stan. J.L. Bus. & Fin. 177 (2013). It’s by Associate Dean George Triantis of Stanford Law School. But apparently that article isn’t yet available—the SSRN link (here) in the Legal Informatics Blog post is to a Stanford … Read More
A couple weeks ago the following tweet was sent my way by @UtterlyMacabre: Many IT Ks have an “assumptions” section that functions like a disclaimer. What category of contract language would you call this? Shortly thereafter, @UtterlyMacabre disappeared from the Twitterverse. Too bad, because I thought that was a clever question. Before disappearing, @UtterlyMacabre steered me to two statements of … Read More
In this comment, reader MLB asks, “What’s your thought on the following phrase: ‘related to, but not limited to’ in a contract?” My response: WTF? A search on EDGAR found only 49 contracts that use the phrase, and perhaps half of them represent multiple instances of contracts based on the same template. So it’s a rarity—thankfully so, as I don’t … Read More
