I’d like to revisit an aspect of the traditional recital of consideration. I mentioned in a footnote in my first book, Legal Usage in Drafting Corporate Agreements, that in some jurisdictions a recital of consideration will establish a rebuttable presumption that the contract in question is supported by consideration. An inquiry from a reader served to remind me that MSCD … Read More
I soon have to start preparing for the fall semester, when I resume my teaching duties at the University of Pennsylvania Law School. I teach one semester a year, and I teach—guess what?—contract drafting. Since I started teaching at Penn Law, I’ve made a redrafting project part of every semester. The idea is to redraft a contract, or part of … Read More
Here’s a tidbit from the Bratz doll litigation that I hadn’t noticed previously. In its opinion from last October (go here for a PDF copy), the Ninth Circuit said the following about the phrase “at any time during my employment” (footnote omitted): The district court disagreed, holding at summary judgment that the agreement assigned to Mattel “any doll or doll fashions [Bryant] … Read More
It’s pretty easy to find instances of a court offering a shaky analysis of ambiguity. I recently submitted to a periodical an article about a head-scratching instance of such misdiagnosis—let’s see if it’s accepted. In the interim, you might want to check out “Ambiguous Drafting and the 12-Pound Cat,” by Jeffrey S. Ammon, a member in the Grand Rapids, Michigan … Read More
As noted in this ABA Journal item, Chief Justice Roberts doesn’t find law reviews very useful. Neither do I. For purposes of this post, I’m taking “law review” to mean a scholarly journal that focuses on legal issues and is published by faculty or students at a law school or by a bar association. Every so often I glance at … Read More
My thanks—I think!—go to Heidi Anderson of ContractsProf Blog for helping, with this post, to spread the news of litigation over bison-themed sculptures commissioned by Kevin Costner. Of course, a contract is involved; go here for a PDF copy. (That’s the first time I’ve linked to celebrity website TMZ.) What caught my eye was use of the word agreeably in … Read More
Regarding Chancellor Strine’s discussion of MSCD (see this post), I’ve already said that I concur with the chancellor’s statement that “One can even share and in fact applaud Adams’ encouragement of clearer forms of contract drafting but find it not useful in interpreting a contract written in the form Adams wishes to abandon.” But that brought to mind a broader … Read More
In this post last month, I responded to this blog post by Kingsley Martin by considering the extent to which artificial-intelligence analysis of a set of precedent contracts can, by itself, allow you to create optimal contract language. I concluded that it cannot. I’m now going to continue gnawing on that bone; if you found my previous post a drag, … Read More
Greetings from Geneva! I’m here giving a series of seminars, but I received word that in his recent opinion in GRT, Inc. v. Marathon GTF Technology, Ltd., 2011 WL 2682898 (Del. Ch. July 11, 2011) (go here for a PDF copy), Chancellor Strine of the Delaware Court of Chancery discusses at modest length, in footnote 79, what A Manual of Style … Read More
In the court order I mentioned in the immediately preceding post, the following sentence caught my eye: “At the bottom of each page of the [product purchase agreement], there is a copyright notice that reserves all rights in the document to Nokia, indicating that Nokia was likely the drafter of the contract.” It’s rare that I encounter any mention of … Read More
