Oh, hi! It’s you! Do come in. Please take a seat. Would you like some tea? Water? No? OK. Thank you for coming. I’d like to have a chat. It’s about your template contracts. It’s hard to say this gently: they’re not good. Your company is a substantial one. You do business all over the world. Your numbers have lots of … Read More
This morning I encountered the following sentence on EDGAR: Therefore, the obligations of the Sellers under this Agreement, including, without limitation, the Sellers’ obligation to sell the Shares to the Purchaser, shall be enforceable by a decree of specific performance issued by any court of competent jurisdiction, and appropriate injunctive relief may be applied for and granted in connection therewith. It’s nothing … Read More
Seminar customers will sometimes ask me, in effect, to focus on the important stuff. I respond that it wouldn’t make sense to have me do that. Take, for example, my “categories of contract language” analysis. Sure, some of the distinctions are more important than others. A prime example is the distinction between obligations and conditions. But that distinction would be … Read More
You’re an in-house lawyer who consults A Manual of Style for Contract Drafting. In fact, it’s widely used in your department—your company does its best to produce contracts that are clear, modern, and effective. But for your outside counsel, it’s business as usual—when you ask them to prepare a contract, they give you traditional contract language. Well, if you have any … Read More
The earnest cliché ready, willing, and able occurred in 102 contracts filed on the SEC’s EDGAR system in the past year. That’s not a whole lot, but it’s not nothing either. Here are some examples: Borrower and Bank recognize and agree that the Origination Fee … is a material inducement for Bank to make the Loan and for having Bank ready, willing … Read More
Last month the Minnesota Supreme Court issued its opinion in In re Petition of S.G., 828 N.W.2d 118 (Minn. 2013) (PDF copy here). This opinion doesn’t involve a contract dispute. Instead, what caught my eye is what is, to my mind, a misunderstanding on the part of the judge writing the concurring opinion. Why bother pointing it out? Because it’s … Read More
Here’s the text of an email I just sent someone who attended one of my recent European seminars: I’m pleased that you found the seminar worthwhile. So you’re looking for further training that will allow you to get more comfortable with contracts drafted in English. You also want to understand better the sorts of provisions that are standard in commercial … Read More
I’ve scheduled two new Canada “Drafting Clearer Contracts” public seminars for Osgoode Professional Development: Calgary, October 24, 2013 Toronto, November 6, 2013 I’ll put additional information online as soon as it’s available. And things are looking good for my first-ever OPD seminar in Montreal in early 2014. Cela serait génial!
At one of my recent European seminars I told the participants that I’m not in favor of the approach to document design that says that as soon as you have two distinct thoughts in a contract provision you should enumerate them and tabulate them. (For more about that, see this 2013 post (eighth paragraph) and this 2012 post.) But, said one of … Read More
[Updated May 2, 2013: Well, my readership has proved immune to the attractions of half off ten copies of MSCD. Tough crowd! Anyway, thank you for indulging me in this experiment.] I’m offering up for auction one lot of ten print copies of the third edition of A Manual of Style for Contract Drafting. I’ll be paying all proceeds to … Read More
