[Updated 6 September 2022 to reflects the recommendation in Jurisdiction Provisions, Part 1: Stop Using Consent-to-Jurisdiction Provisions! (24 Aug. 2019).] Jurisdiction provisions (also known as forum-selection provisions) are a fruitful source of dispute. Check out this May 2011 post, as well as this post and this post on AdamsDrafting. [And the more recent posts include Part 2, Part 3, and … Read More
The following case caught my eye: Conrail v. Grand Trunk W. R.R. Co., 2011 U.S. Dist. LEXIS 137910 (D. Mich. Dec. 1, 2011). And not because it has anything significant to say about a given usage, but instead because of the pretty fundamental nature of the confusion on display, namely confusion over the meaning of the phrase “Trenton Steel Warehouse.” … Read More
I noted in my previous post (here) that of the Australian contracts that I’ve been reviewing, some include a conspicuous law-firm logo. But I also noticed that a majority contain one or more of the following document-design embellishments: varying point sizes use of a serif typeface for body text and a sans-serif typeface for headings use of colored headings use … Read More
Today I glanced at a handful of PDFs of contracts drafted by some of Australia’s bigger law firms. One thing I noticed is that a few of the contracts bore a conspicuous law-firm logo, on a cover sheet before a table of contents. In this December 2009 post on AdamsDrafting I wrote about putting a company logo on a contract. … Read More
During my seminar at the Calgary office of Blakes last Saturday, I made my usual point regarding best efforts: as a matter of idiom and contract logic, it’s untenable to suggest that a best efforts obligation is more onerous than a reasonable efforts obligation. Case closed, game over. I’ve previously considered Canadian caselaw on this ostensible distinction, most recently in … Read More
Greetings from Calgary! Instead of spending Thanksgiving weekend at home, eating leftovers, I’m in Canada, where I’ve just finished presenting my “Drafting Clearer Contracts” seminar at the Calgary office of Blakes, a leading Canadian law firm. I think they found it worthwhile, and I got some nifty Blakes swag out of it. But from my perspective, what was most distinctive … Read More
I’m a member of the adjunct faculty at the University of Pennsylvania Law School, and each fall semester I teach a course in—what else—contract drafting. As part of my course I hold a panel discussion, with the aim of giving my students a chance to hear someone other than Adams. Yesterday’s class was devoted to this semester’s panel discussion, and … Read More
Business Law Today, the online magazine of the Section of Business Law of the ABA, has published my new article Making a Mess of Ambiguity: Lessons from the Third Circuit’s Opinion in Meyer v. CUNA Mutual Insurance Society. It explores, in detail, a recent instance of confusion over the meaning of an or in a contract. Go here to read it. … Read More
Any amendment to a loan agreement will almost certainly contain a provision along the following lines (emphasis added; otherwise untouched): Except as otherwise provided herein, the execution of this Second Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders, constitute a waiver of any provision of any of the … Read More
You might want to check out GreenLine Legal, a new service for automated document analysis. Here’s what it says it does: GreenLine automatically recognizes and categorizes legal provisions in contracts. Use it to pull out the desired provisions from a group of contracts, compare agreements with even significant textual differences and better track what you’ve agreed to in the past. … Read More
