“Efforts” + “Endeavor” = WTF
I’ve seen more than my fair share of unfortunate drafting, but my work for LegalSifter has exposed me to a whole new level of stoopid. This post is on the LegalSifter blog. Go here to read the rest.
MSCD Fourth Edition Now Available on Amazon (and Kindle)
The Fourth edition of A Manual of Style for Contract Drafting is now available on Amazon. Actually, it’s been available for a few weeks, but at the ABA price, and without a Kindle version. Now the other shoe has dropped: Amazon has cut the price, although the discount varies from negligible to not-so-negligible. More significantly, the Kindle version is now … Read More
Eliminating Unforeseeability as a Requirement in Force Majeure Provisions
A reader introduced me to a recent opinion of the Texas Court of Appeals in TEC Olmos, LLC v. ConocoPhillips Co., No. 01-16-00579-CV, 2018 WL 2437449, (Tex. App. 31 May 2018) (PDF here). It raises an interesting issue relating to force majeure provisions, one that has featured in other opinions. Rather than summarize the facts and the proceedings, I’ll cut … Read More
Seminar Information Now Up: Mumbai! Singapore! Hong Kong! Tokyo!
My seminar partner Thomson Reuters Asia has posted information for the following upcoming “Drafting Clearer Contracts” seminars: Mumbai, 4 October 2018 Singapore, 10 October 2018 Hong Kong, 12 October 2018 Tokyo, 14 November 2018 I look forward to all these seminars, but the Mumbai seminar will be my first in India. Heck, it will be my first visit to India, … Read More
Notes from the Road: Denmark
Let me tell you about last week’s trip to Denmark—to Aarhus and Copenhagen. Over time, I’ve ended up paying less attention to some elements of my trips. As long as my air travel is uneventful, it’s time to work or sleep, with the occasional bad movie thrown in. Similarly, on this trip I enjoyed the fast, clean, and efficient Danish … Read More
Grumpy Cat and the Distinction Between Obligations and Conditions
The case before us is Grumpy Cat Limited v. Grenade Beverage LLC, No. SACV152063DOCDFMX, 2018 WL 2448126 (C.D. Cal. May 31, 2018) (PDF here). It has something to tell us about how not to handle the distinction between conditions and obligations. A coffee shop signed a licensing agreement with the owners of Grumpy Cat. It used the Grumpy Cat name and image … Read More
The First Draft of My “Assumption of Risk” Help Text
One of my tasks at LegalSifter is to create help text for Sifters, the algorithms tasked with spotting whether a given issue is addressed in a draft contract submitted to you by a counterparty. … Because this post relates to my work as advisor for LegalSifter, the AI document-review software, I posted it on their blog. Go here to read the rest of … Read More
Rethinking M&A Contract Drafting: A Q&A with the Founders of DraftLens
When it comes to products aimed at the contracts process, the flavor of the month AI. Ever a contrarian, that has been reason enough for me to take a look at what’s new in automated contract creation, with content provided by humanoids. Recently I did this post about HelpSelf Legal. Today’s post is about DraftLens, simply because the co-founders, Steve … Read More
Some Not-Entirely-Positive Thoughts on “Further Assurances”
In a basic “further assurances” provision, the parties agree to take care of any paperwork required to complete transaction formalities that haven’t been completed by the time of the closing. The aim is primarily to prevent either party from refusing to sign a document required to transfer assets. That should be unobjectionable, but I see some problems. First, “further assurances” … Read More
Why It Matters That I’ve Spotted Another “Efforts” Verb
Various verbs are used in efforts provisions. MSCD lists make, exercise, exert, expend, undertake, and use. Well, I’ve just spotted another one: exhaust. If you want to know why I bother paying attention to such oddities, stick around to the end of this post. But first, let’s explore exhaust. … Because this post relates to my work as advisor for LegalSifter, the AI document-review … Read More