Today I read in a work on contract drafting an explanation of the purpose served by the phrase as the case may be. I think the analysis offered was incorrect. Here’s my view: When in a contract a sentence provides for alternative courses of action, often one or more sentences that follow go on to address the immediate consequences. When … Read More
As I noted in this post, from April 21 through April 25 I’ll be giving my “Contract Drafting—Language and Layout” seminar at the Geneva, Switzerland offices of Hogan & Hartson. Well, I’ve now upgraded the registration system. For one thing, you can now pay by credit card, if you wish. To go to the registration page, click here. For information … Read More
Bylaws is spelled both with and without a hyphen. For example, Black’s Law Dictionary gives a definition for bylaw but notes that it’s sometimes spelled by-law. So which is preferable? It appears that bylaw is gaining the upper hand. For example, the 1915 edition of Robert’s Rules of Order Revised used by-laws but the current edition, Robert’s Rules of Order … Read More
In a recent post I suggested that accurate is a “less dopey” alternative to true and correct. (Yes, I know, I too thought that an impressive turn of phrase.) That led a reader to suggest to me that complete and accurate is preferable to accurate. Presumably he had in mind that if you give me a list, the items on … Read More
I suggest that for purposes of contract drafting, you can always do without automatically. Consider the following fragment: … and each January 1 thereafter, this agreement will be automatically extended for one additional year unless not later than … I suggest that eliminating the word automatically wouldn’t affect the meaning. The same goes for automatically in the following fragment: … … Read More
Perhaps because they’re aware that I’ve had occasion to consider punctuation, some readers contacted me about the February 18 New York Times article about use of a semicolon in a New York City Transit subway placard. Here’s the one thought that came to mind: In contracts, I use semicolons between integrated enumerated clauses when they’re preceded by a colon and … Read More
I’m pleased to announce that from Monday, April 21, through Friday, April 25, I’ll be giving five consecutive one-day seminars on “Contract Drafting—Language and Layout” at the Geneva, Switzerland offices of the global law firm Hogan & Hartson. All are welcome to register. The seminars are being supported by ACC Europe and by the International Bar Association, so their members … Read More
Today’s issue of the New York Law Journal contains my article on the recent litigation between Cerberus and United Rentals. Click here to go to a PDF copy. It’s also available at the NYLJ website if you’re a subscriber.
A couple of days ago reader David Munn—ever vigilant against the forces of contract-drafting darkness—sent me the following: I couldn’t find that you had blogged on one of my pet peeves, which is the overuse of the word “respective,” as in “All capitalized terms that are used but not defined in this SOW have the respective meanings given to them … Read More
In the past year, 265 contracts filed as “material contracts” on the SEC’s EDGAR database contained a provision stating that the recitals were true and accurate. Here’s an example: The above recitals are hereby made a part of this Agreement and the Borrower acknowledges and agrees that each of the recitals is true and correct. That’s not an enormous number … Read More
