In twenty years of exploring efforts variations, somehow I never got around to considering very best efforts. *whacks self upside the head* Here are some examples from EDGAR: WHEREAS, the Company desires to provide the Executive with a bonus upon the occurrence of certain events in order to induce his continued service with the Company and to encourage him to … Read More
My daughter invited me to go a comedy club. Killjoy that I am, I had never been to a comedy club before. But my hermit tendencies aren’t what this blog post about. Instead, before the show, my daughter emailed me the following fine print from the ticket: You must present the original credit card used to make this purchase at … Read More
Today’s mystery contracts word is subsisting. I searched on EDGAR for subsist in its various forms. Although it’s used sporadically in other contexts, the 40 or so examples I looked at overwhelmingly fall into two categories. One category is statements of fact to the effect that leases for real or personal property are subsisting. Here are some examples: … the property held … Read More
I noticed that the recent opinion of the Delaware Chancery Court in Fetch InteractiveTelevision LLC v. Touchstream Technologies Inc. (here) featured the following snippet from the contract at issue: “[FetchIT] shall cure such default within fifteen (30) days or immediately if deemed to be incurable.” Yes, the number expressed using a word doesn’t match the number in parentheses. I’ve written … Read More
Go here for my third “City of Contracts” podcast, with Dave Hoffman, professor at the University of Pennsylvania Law School. For my second podcast, with Preston Clark, co-founder of LawInsider, a wildly popular contracts research database, go here. For my first podcast, a conversation with Michael Woronoff of Proskauer, go here.
Translator Elizabeth Adams posted in the LinkedIn group A Manual of Style for Contract Drafting (here) the image below. I had seen that image previously, in the context of discussion of whether buying a bag of grapes medical marijuana makes you party to a contract. Yeah, that’s interesting, but Elizabeth pointed out something waaaaay more interesting: What’s with the bizarro quotation … Read More
I’ve just returned from a whirlwind trip to Rome. Work I was there to do a “Drafting Clearer Contracts” seminar for an Italian company with global operations. A good time was had by all. By some freakish alchemy, my seminars manage to be more engaging than the subject might suggest. Heck, if I’ve found the subject fascinating enough and ridiculous … Read More
Use stipulates that in a contract? No thanks. Sometimes it’s used in language of declaration, instead of acknowledges: Borrower acknowledges and stipulates that the Loan Agreement and the other Loan Documents executed by Borrower are legal, valid and binding obligations of Borrower that are enforceable against Borrower in accordance with the terms thereof … . In addition, Executive stipulates acknowledges that … Read More
All my blather wouldn’t signify much without people willing to make use of my recommendations. One such person is Kevin Heaney, partner in the Billings, Montana, commercial department of the law firm Crowley Fleck PLLP. That’s him to the right. Kevin attended one of my “Drafting Clearer Contracts” seminars, and he’s made no secret of the fact that he finds my stuff … Read More
Earlier this week I did the following tweet: Hey IP people. Just saw this: "… all right, title and interest throughout the world in and to all such Intellectual Property rights shall vest solely in such Service Provider …." Aside from the other clutter, why "vest"? Why not just "the Service Provider will own all"? — Ken Adams (@AdamsDrafting) December … Read More
