Ken Adams

In MSCD 12.285–315 I explain why it’s pointless and confusing to say represents and warrants, not to mention representations and warranties. No one has made a serious attempt to refute my argument. But recently I received an interesting report from the front lines. Knowing that I have a thing about represents and warrants, Trevor Grant of the Canadian law firm … Read More

[You might also want to read this September 2009 post in which I refine my thinking on “arising out of” and “relating to”.] A Canadian law firm recently shared with me its draft “boilerplate” template. On reading it, I saw that the law firm recommends that its lawyers use the following language in any governing-law provisions (I’ve omitted the bit excluding … Read More

It’s commonplace for performance to begin before a contract has been signed, with the contract being signed once all necessary approvals have been secured. MSCD 1.32 recommends that in such contexts, you put in the introductory clause the date the contract is signed, rather than the date performance began. (That assumes you’re using a date in the introductory clause rather … Read More

Here’s what I understand of the practice of having those signing a contract also initial each page of the contract: It’s commonplace in wills, apparently as a check against substitution of pages. It’s required by statute in the case of some contracts. For example, under Ohio Revised Code 1349.55, each page of a contract providing for a non-recourse civil litigation … Read More

While in Toronto last week I couldn’t help but admire, from the standpoint of graphic design and engaged municipal government, the timely yellow-and-white notice about handwashing that was posted in all restrooms. But those who attend my seminars will be aware that the one subject that has had me in a cold sweat more than any other is the ambiguity associated with … Read More

At my Osgoode Professional Development workshop in Toronto last week, a participant helpfully mentioned a recent English case in which the court held that transferring the signature on an incomplete draft deed or contract to a final version wouldn’t be effective if the changes made were so significant that the final version was arguably a different document. The following is … Read More

While researching the implications of the word deed (see today’s blog post on deed), I encountered a contract with the following concluding clause: THIS AGREEMENT has been duly executed as a Deed on the date stated at the beginning of this Agreement. The phrase executed as a deed also occurs in signature blocks. A variant is signed as a deed. … Read More

MSCD 12.148 and this May 2007 blog post consider the word indenture. Well, here’s another word for a particular kind of contract: deed. Black’s Law Dictionary defines deed as “A written instrument by which land is conveyed” and “At common law, any written instrument that is signed, sealed, and delivered and that conveys some interest in property.” There are many … Read More

My thoughts are turning to my fall 2009 contract-drafting course at the University of Pennsylvania Law School. It’s time for me to start looking again for a company interested in taking part in a contract-redrafting project with my class. As previously, I’ll select one contract out of those submitted. The deadline for submitting is June 15. In the fall my … Read More