You know you’re suitably paranoid about the potential for confusion in contract language if you spot instances of that sort of confusion in your everyday life. Yesterday I was in urgent need of ice-cream therapy, so I got me a pint of the Ben & Jerry’s flavor (previously unknown to me) called “Salted Caramel Brownie.” Here’s the fine-print description: Vanilla … Read More
Tipster extraordinaire Glenn West let me know about the Texas Supreme Court’s opinion in U.S. Polyco, Inc. v. Texas Central Business Lines Corp., issued yesterday (here). Here’s the language at issue (emphasis added): 1.1 TCB Infrastructure Improvements. As used in this Agreement: “TCB Infrastructure Improvements” will mean the following improvements agreed to and shown generally in Exhibit X attached and … Read More
I’m pleased to be able to make available my law review article The Word Material Is Ambiguous in Contracts, Why That’s a Problem, and How to Fix It. It’s in Scribes Journal of Legal Writing; go here for a copy. (The issue in which it appears hasn’t yet been published, but these days no one waits for that.) Use of … Read More
Andrew Stokes is CEO of The Law Machine, “a contracting platform that makes contract content modular so lawyers can automate contracts visually through a drag and drop UI.” I enjoy Andrew’s posts. I noticed his two most recent posts. In this one, he gripes about the notion of “market” contract terms: If ever again a $1000/hour lawyer dares tell me … Read More
The ABA Journal has published my essay entitled What Should We Do with “Nonlawyer”? Go here. I wrote it because I thought polemic on the subject (including a couple of contributions by me) doesn’t tell the whole story. In my essay, I suggest that for two reasons, we can ease up on the indignation over nonlawyer. First, this use of … Read More
A client of the law firm Proskauer Rose has sued the firm for malpractice, seeking $636 million in damages. Robert Adelman alleges that because of a provision mistakenly included in a contract relating to control of a hedge fund, the hedge fund’s manager was able to seize Adelman’s stake in the fund. Adelman’s lawyers allege that Proskauer negligently copy-and-pasted the … Read More
Go here for episode 16 of Gatekeeper’s “Procurement Reimagined,” with host Daniel Barnes. The title is Moving Beyond Cut and Paste: The Criticality of Contract Language with Ken Adams, Chief Content Officer at LegalSifter. Yes, it consists of a chat with yours truly. My thanks to Daniel for keeping the conversation moving!
Yesterday I encountered this LinkedIn post about “canons of construction.” (I call them “principles of interpretation.”) The post begins as follows: Tip for law students and newer attorneys: Familiarize yourself with the rules of contract interpretation (often called “canons”), if, like me, you didn’t learn them in law school. Courts rely on these default rules to interpret contracts and statutes. … Read More
I noticed the most recent post by Chris Simkins on his Improving Contracts blog. Entitled L2L Contracts: Thinking beyond B2C and B2B, it explores the implications of, well, L2L contracts. What are L2L contracts, you ask? Here’s what Chris says: When I use L2L, I don’t mean a contract between two lawyers, or two law firms. I’m using it to … Read More
This post is about how we manage time. When it comes to video entertainment, I’m partial to shows that offer flair and imagination but don’t demand too much of me. That’s how I found myself watching the first episode of Justified: City Primeval, featuring the further adventures of U.S. Marshall Raylan Givens. Bam, 36 seconds in, they hit me with … Read More
