Taking up a challenge posed by Brian Rogers, last week I posted a response to this question on Quora. (For more about that, see this post.) That was my first time on Quora; to get a better sense of what it was about, over the next few days I answered some more questions. (To see my answers, go to my … Read More
In this post a year ago I offered a brief review of the second edition of A–Z Guide to Boilerplate and Commercial Clauses, by Mark Anderson and Victor Warner. (Mark is a regular and valued presence in the comments to this blog.) Well, a third edition is now available, and the publisher, Bloomsbury Professional, was kind enough to send me … Read More
I’m pleased to announce that I’ll be returning to Asia in spring 2013. With Thomson Reuters, I’ll be doing a one-day seminar in Singapore on 21 February 2013 (go here for the brochure) and in Hong Kong on 5 March 2013 (go here for the brochure). This seminar is entitled “The Essentials of Drafting Clear, Concise & Modern Contracts,” but … Read More
Today’s post on boilerplate reminded me that recently a publisher asked me whether I’d be interested in writing a book on contract boilerplate. I said I would not. For one thing, I have no room in my life for preparing anything on the scale of Tina Stark’s Negotiating and Drafting Contract Boilerplate. But more to the point, the vast majority … Read More
In this post, Brian Rogers explains how, as an experiment in crowdsourcing contract language, he has posted on Quora (here) his candidate for “the best anti-assignment provision in a contract ever.” He says that it’s “probably lifted” from Negotiating and Drafting Contract Boilerplate (Tina Stark ed. 2003) (NDCB). Here’s Brian’s provision: Neither party may assign any of its rights under … Read More
This article by Monica Bay in Law Technology News caught my eye. It describes how D. Casey Flaherty, corporate counsel at Kia Motors, uses an audit program to assess how cost-effective its outside counsel are in handling basic, frequently recurring billable tasks: The firm’s sacrificial lamb associate is asked to perform four mock tasks, that are evaluated by the outside counsel. Examples … Read More
Consider the following: Orbitz may refuse to deliver Shares to the Employee if Employee fails to comply with Employee’s obligations in connection with the Tax Related Items. Refusal is in response to a request. Instead of may refuse, I’d always use that standard component of language of discretion, is not required to. It allows you to address the issue on a more fundamental … Read More
In this recent blog post, I considered a kind of ambiguity relating to or that I hadn’t encountered previously. My first, and offline, attempt at an analysis was feeble. My next attempt, which I posted, made a good deal more sense, but a prominent linguist pointed out several flaws and offered his take on those issues, which I cheerfully co-opted. … Read More
Thanks to Sandy, we had to reschedule my Washington, D.C. and New York City “Drafting Clearer Contracts” seminars for West LegalEdcenter. They’re now being held on Wednesday, December 5 (Washington, D.C.) and Friday, December 7 (New York City). And the San Francisco seminar will be on Tuesday, December 11, as scheduled. For more information, go here.
Consider the following (emphasis added): This agreement is personal to the Employee. The Employee shall not assign any of the Employee’s rights or delegate any of the Employee’s obligations under this agreement to any other person, except that the Employee may assign the Employee’s rights under this agreement to the Employee’s personal or legal representatives, executors, administrators, heirs, distributees, devisees … Read More
