Hyperlinked List of My Blog Posts Relating to Process
In case it’s of any interest, I’ve prepared a hyperlinked list of all my posts, on this blog and the mothballed AdamsDrafting blog, relating to the contract process. Go here for a PDF copy.
Syntactic Ambiguity in NYC's Firefighter Eligibility Requirements?
Syntactic ambiguity is ambiguity that arises due to uncertainty regarding which part of a phrase a given word modifies, or which part of a sentence a given phrase modifies. Syntactic ambiguity can arise in any kind of writing, and examples occurring outside of contracts can be instructive for contract drafters. Reader Sean Gajewski, a third-year student at Hofstra University School … Read More
Avoiding Track-Changes and Metadata Embarrassment
Today’s post at Attorney at Work is “Give Final Documents a Good Scrubbing,” by Deborah Savadra. It’s a useful reminder of the simple steps you can take to avoid creating problems for yourself by unwittingly sending the other side a draft that discloses information you’d rather not have disclosed. Information doesn’t have to constitute a state secret in order for … Read More
Some Thoughts on “Best” Lists
The ABA Journal is looking for suggestions as to which blogs to include in the 2011 “Blawg 100″—its list of “the 100 best legal blogs.” That prompted me to ponder what I think of “best” lists of this sort. The Blawg 100 has prompted a measure of skepticism and harrumphing in the blogosphere. Of course, I might be decidedly biased, … Read More
Paper on Dispute-Management Provisions in M&A Contracts
Through M&A Law Prof, I learned of a paper by John Coates, a professor at Harvard Law School, entitled Managing Disputes Through Contract: Evidence from M&A. It considers dispute-management provisions in a sample of 120 randomly chosen M&A contracts from 2007 and 2008. Here’s the abstract: An important set of contract terms manages potential disputes. In a detailed, hand-coded sample … Read More
Shortcomings in the Drafting of the Google–Motorola Merger Agreement
As you probably know, Google and Motorola Mobility recently entered into a merger agreement providing for Google’s acquisition of Motorola. (Go here for a copy.) If you’re interested in the deal terms, there are plenty of other places you could look. Me, I’m interested in the drafting—more specifically, the language and structure of the merger agreement. So I’ve prepared an outline … Read More
“By Wire Transfer of Immediately Available Funds”
I’d appreciate your thoughts on the phrase “by wire transfer of immediately available funds”. Are wire-transfer funds always immediately available? If not, why not? Is it a function of the person paying or the person receiving? What, if anything, does the Uniform Commercial Code have to say? How do things work outside the U.S.? Would some other formulation be clearer?
A Little Syntactic Ambiguity, A Lot of Time and Money Wasted
The opinion just issued by the Eighth Circuit Court of Appeals in Anderson v. Hess Corporation (go here for a PDF copy) primarily concerns the phrase “drilling or reworking operations”. It occurs several times in the five mineral leases at issue. Does “drilling” constitute a noun, or is it an adjective modifying “operations”? In other words, the question posed was, … Read More
Upcoming “Drafting Clearer Contracts” Seminars, Plus Thoughts on Some Negative Feedback
I’m gearing up for the fall seminar season. Here are the public “Drafting Clearer Contracts” seminars I’ll be giving through the end of the year: Boston, MA, September 15 (Hey, Bingham associates—it’s being held in your building!) Minneapolis, MN, October 12 Washington, D.C., October 25 New York, NY, November 2 Toronto, ON, November 16 Santa Clara, CA, December 8 I … Read More
The Fifth Circuit Considers “Best Efforts”
In its recent opinion in Kevin M. Ehringer Enterprises, Inc. v. McData Services Corp. (go here for a PDF copy), the Fifth Circuit Court of Appeals reversed a jury award and granted a defendant’s motion for a judgment as a matter of law—the defendant’s “best efforts” promise wasn’t an enforceable promise and so couldn’t form the basis of a fraudulent-inducement … Read More