St. John’s Law Review has just published my new article, Revisiting the Ambiguity of “And” and “Or” in Legal Drafting. My co-author is Alan S. Kaye, professor of English, comparative literature, and linguistics and director of the Laboratory of Phonetic Research at California State University, Fullerton. Click here to go to a copy of the article. Here’s the abstract: Most … Read More
It’s high time I tackled warranty and the related verb to warrant. Here’s my first stab at this topic. Background In this Business Law Today article and this follow-up blog post I demonstrate that it’s pointless and confusing to use the phrase represents and warrants (and representations and warranties) in a contract, or at least one governed by the law … Read More
Fans of overkill—if you like from the beginning of time, you’ll love throughout the universe. You can find it in rights-granting language, as in the following example (emphasis added): Client shall have the sole and exclusive right throughout the universe in perpetuity to use and exploit all or any part of the Properties and all or any part of any … Read More
In a recent post I discussed the terms hold harmless and indemnify. I noted that Black’s Law Dictionary states that the two terms have the same meaning whereas Mellinkoff’s Dictionary of American Legal Usage says that one can also distinguish the two terms—that “hold harmless is understood to protect another against the risk of loss as well as actual loss” … Read More
Quite a few readers of this blog have signed up to be notified by email whenever I post a new item. But I suspect that there are those who find it a bit intrusive to receive an email from me once, twice, or three times a week. If that applies to you—and I know I’d find it a bit of … Read More
I like to think that my recommendations regarding contract drafting fly under the radar—that most people who read an MSCD-compliant contract won’t find anything disconcertingly unfamiliar about it. But corporate resolutions are a different matter. (By corporate resolutions, I mean the resolutions that the governing body of a legal entity adopts to memorialize its decisions.) When it comes to drafting … Read More
Now that the holidays have come and gone, allow me to take the liberty of reminding you that my two seminars with West Legalworks are fast approaching. The seminars are entitled Contract Drafting—Language and Layout and address topics I discuss in MSCD. I’ll be in New York on February 7th and in Atlanta on March 7th. For more information, go … Read More
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
One of the joys of being a contract-drafting guy is that I don’t have to dwell on the mess that results when courts have to make sense out of contract language that’s unclear. Instead, I focus on how to avoid such problems. But it’s a good idea to look at case law every so often, if only to remind yourself … Read More
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
