Here’s another issues that cropped up during my Geneva seminars: Which is preferable, change in control or change of control? My instinct was that both usages are equally acceptable, and that was borne out by five minutes of research. Contracts filed on the SEC’s EDGAR system don’t seem to display a marked preferance for one usage over the other. And … Read More
During one of my Geneva seminars this week, someone asked me whether it’s better to say listed/described/stated in schedule X or on schedule X. I’d been asked this question a couple of times previously, and I’d responded that I wasn’t sure that I cared. But on being asked a third time, it dawned on me that no question of usage … Read More
On Friday I’ll be heading for Geneva, where I’ll be giving a series of public seminars from April 21 through April 25. Click here for more information. If you want to explore the language of contracts in the company of a few like-minded people, these seminars would provide an unmatched opportunity.
I often come away from a seminar having learned something new. For example, a participant at my recent Vancouver seminar asked me what I thought of the phrase dated for reference, as used in the introductory clause. I confessed that I hadn’t previously encountered it. After I arrived home, I searched on Lexis for use of the phrase in the … Read More
I don’t include in the introductory clause the address of a party that’s a legal entity. That’s because the introductory clause serves to distinguish a given party from any other person or entity with that name. For a legal entity, that’s accomplished by giving its jurisdiction of organization or its registration number; you don’t also need its address. Party addresses … Read More
I’m now home after a whirlwind visit to Bahrain. I arrived from Oman on Wednesday afternoon, did a seminar on Thursday, then left on Friday morning. The seminar was under the auspices of the ABA’s Rule of Law Initiative. My chaperones were James MacPherson and John Porter, who has just replaced James as the ABA’s resident advisor in Bahrain. The … Read More
Ah, the glamorous life of the contract nerd! Vancouver one week! Oman and Bahrain the next! Philadelphia in between! But more mundane work goes on: I spent my first day in Oman in my hotel room, working on the manuscript for MSCD2. Thanks to the valiant efforts of the all-volunteer AdamsDrafting proofreading irregulars, it’s in great shape. They spotted perhaps … Read More
How do I love Canada? Let me count the ways: It was a Canadian organization—Osgoode Professional Developement—that asked me to do my first public seminar. Attendance at my seminars in the U.S. with West Legalworks can fluctuate wildly, but my Osgoode seminars in Toronto sell out. (The next one is on June 16.) And last week 60 people attended my … Read More
This post comes to you from Muscat, Oman. I’m here under the auspices of the Rule of Law Initiative of the American Bar Association, at the request of the Sultanate of Oman Ministry of Legal Affairs. Yesterday I held my “Language and Layout” seminar for a team of Ministry lawyers responsible for reviewing and drafting contracts that agencies of the … Read More
This from the Lex column in today’s Financial Times, regarding Bear Stearns and the Cerberus litigation: It is too simplistic to blame sloppy drafting for disputes. Still, there may be room for improvement in terms of updating the often-archaic language used in merger agreements, as firms such as Jones Day and contract specialist Kenneth Adams have called for. This would … Read More
