A reader told me about this Butler & Snow newsletter on the opinion of the Sixth Circuit Court of Appeals in Dark Horse Express, LLC v. Lancer Insurance Co., 733 F. App’x 826 (6th Cir. 2018) (PDF here). At issue is how the word legally relates to contracts. In 2014, Dark Horse contracted to transport $250,000 of meat for the … Read More
I recently had a random Edgar encounter with the following set of internal rules of interpretation: Welcome to the suck: the first, second, third, and fifth are hopeless. And dig that crazy period-and-parentheses enumeration combo. But the fourth is what caught my eye. So the notices provision says that notices must be in writing to be effective, but elsewhere we’re … Read More
Remember my post about abrogate? Well, now we have the second in my 46-post –gate series, derogate! (I’m joking—I hadn’t planned to explore two –gate words in quick succession. But as we’ll see, the two words are linked.) Derogate has two meanings. When used as a transitive verb (in other words, if it makes sense only if it exerts its … Read More
The Delaware Chancery Court recently issued Vice Chancellor Laster’s opinion in Akorn, Inc. v. Fresenius Kabi AG, C.A. No. 2018-0300-JTL (Del. Ch. 1 Oct. 2018) (PDF here). You can find plenty of information about this case elsewhere, including in this item on Reuters. It will take some time to unpack what this opinion means for contract drafters. What caught my eye … Read More
Last week I noticed this item on the website of the Licensing Executives Society (U.S.A. and Canada). Entitled Clarifying Provisions Avoid Ambiguity in Patent License Agreement, it discusses contract provisions at issue in the opinion of the Delaware U.S. District Court in TQ Delta, LLC v. Adtran, Inc. (PDF here). (The court subsequently reconsidered its opinion, but not in a way that has a … Read More
It’s been a while since I put online any feedback from one of my “Drafting Clearer Contracts” seminars. That’s due to a practical complacency. The seminar world is a ruthless one: if you don’t cut it, you’re gone. If I’ve had the privilege of doing, oh, around 250 seminars worldwide over the past dozen years, it’s because they’re informative, they’re … Read More
Drawing on all Thomson Reuters’ big-data and artificial-intelligence resources (not really), we’ve decided on these cities and these dates (each of them falling on a Thursday) for my 2019 public “Drafting Clearer Contracts” seminars in the United States: Nashville, TN, 14 March Hoboken, NJ, 4 April Chicago, IL, 2 May Boston, MA, 19 September Seattle, WA, 26 September New York, … Read More
I might have sent a misleading signal with my recent post about the subjunctive mood in contracts (here). I’m not suggesting that you all need to start worrying about the subjunctive, in addition to everything else. It’s simply an issue that crossed my mind, so I spent a few minutes thinking about it and doing some research. And then I … Read More
Behold the following tweets, one by me considering the difference between saying comply with the law and comply with all laws, not to mention comply with all applicable laws, and an unexpected reply from Jason Morris, aka @RoundTableLaw: I don't understand how, if contracts to violate the law are invalid, this says anything at all. If what you are concerned … Read More
Consider the following: If the Borrower [be] [is] in default, … It is a condition to closing that the Buyer [have] [has] received an opinion of Acme’s counsel … . If Acme requires that Widgetco [pay] [pays] the purchase price in zlotys … The Company recommends that the Employee [retain] [retains] a lawyer … In each example, the first bracketed verb structure … Read More
