Ken Adams

“Execute and Deliver”

I’ve never been fond of the phrase execute and deliver, so this weekend I took the opportunity to revisit it. My conclusions are modest enough. Here they are, in case anyone’s interested. This phrase execute and deliver (and its counterpart execution and delivery) is a standard feature of English-language contracts. As in the following obligation: The Borrower shall from time … Read More

“Warrant,” “Warrant Agreement,” and “Warrant Certificate”

Today’s topic is warrants. By warrant, I mean an instrument granting the holder a long-term option to buy shares at a fixed price. (I discuss elsewhere the unrelated verb to warrant and noun warranty.) A warrant is an intangible right, but it’s evidenced by a document. Many drafters don’t bother distinguishing between the two, in that they refer to exercise … Read More

The Globe and Mail Revisits the Comma Dispute

If you can’t get enough of the contract dispute between Rogers Communications Inc. and Aliant Inc.—the one about the comma—you should check out this article in today’s Globe and Mail. (And see here and here for my previous posts on the subject.) This article notes that the dispute has “ignited an international debate over the importance of language.” It suggests … Read More

AdamsDrafting Blog Runner-Up in 2006 Blawggies

If you roam the law blogosphere, the odds are that you know of Dennis Kennedy, a computer lawyer and legal technology consultant based in St. Louis, Missouri. Yesterday he announced on his blog the 2006 Blawggies, his “personal and highly opinionated” selection of the best law-related blogs. In explaining his choices, Dennis says, “In general, I like to see in … Read More

Retrieving and Using Contracts Filed with the SEC

From Imke Ratschko’s useful New York Small Business Law blog I learned about an article in Legal Technology entitled Looking Outside the Firm for On-Point Work Product. It’s by Justin Hectus, Director of Information at Keesal, Young & Logan, a 75-lawyer California law firm. In this article, the author discusses the value of retrieving, and using as forms, contracts that … Read More

“At Its Discretion” Used in Language of Discretion

For a couple of years now, the phrase at its [or his or her] discretion has been at the back of my mind, and I’ve finally gotten around to giving it some thought. This post addresses use of at its discretion in language of discretion, as in Acme may at its discretion terminate this agreement. (I’ll deal with the other … Read More

“Undertakes To”

I recently posted an item in which I explain why I favor disciplined use of shall, even as some legal-writing commentators recommend discarding it. As I mentioned in that post, usually will and must are offered as alternatives to shall. But I just hear of another suggested alternative: a participant in one of my Geneva seminars told me that he … Read More

AIA Advertisement— “Are You Wasting Time Drafting?”

“Are You Wasting Time Drafting?” is the headline of an advertisement that the American Institute of Architects placed in the December 2006 issue of the ABA Journal. This ad touts the benefits of the AIA’s Contract Documents software, which was updated in November 2006. Contract Documents is a comprehensive Microsoft Word-based document-assembly program for preparing contracts for construction projects. The … Read More

Thoughts on an ABA Model Agreement

I recently noticed that MSCD is mentioned in a report on an ABA model agreement. More specifically, 61 Business Lawyer 1197, published in May 2006, contains a report on the model limited liability company membership interest redemption agreement prepared by the Limited Liability Company Subcommittee of the Committee on Partnerships and Unincorporated Business Organizations, Section of Business Law, American Bar … Read More