A couple of days ago I noticed a post on LinkedIn by Ian Heptinstall. In it, he quoted a bit of contracts advice from 1916 and asked readers what they thought of it. Here’s that advice: Our custom here is to draw up a contract before having seen the lawyer and then to ask him to put it in more … Read More
In recent weeks I’ve had occasion to ruminate in public: Here’s my conversation with Casey Flaherty (@DCaseyF), recorded by LegalSifter at the CLOC 2018 Institute: Go here for Christian Lang‘s episode “Voices of CLOC 2018,” on the podcast Blacklines & Billables. (My utterances are at 6:00, 20:00, and 27:51.) And go here for this item by Spend Matters entitled Contract Expert and … Read More
Go here for my first post on LegalSifter’s blog. It’s about the different perspective that’s required when you’re reviewing rather than drafting, and it focuses on a provision you see sometimes in confidentiality agreements.
Consider the following provision, which I encountered by chance: Confidential Information will not include information that the Recipient can reasonably demonstrate … was rightfully known by it or its Affiliates prior to the date it was disclosed by the Discloser. No, we’re not going to get into nuances of confidentiality agreements. Instead, this post is about the notion of a … Read More
I’m delighted that on 16 November 2018 I’ll once again be giving a public “Drafting Clearer Contracts” seminar in Seoul with LAWnB, a Thomson Reuters affiliate. I’ll let you know when information about the seminar is online. Meanwhile, to find out more, contact Hyunmok (Nicole) Cheong, at Hyunmok.Cheong@thomsonreuters.com. To get in the mood, go here for my “Notes from the … Read More
We all like buzzwords, but in this post I return to a concept that might elicit not buzz but chirping crickets: document assembly. Yes, document assembly has been around for a while, and many don’t find it particularly exciting, but document assembly is the only way to scale up quality contract content, so it has always had my attention. Perhaps … Read More
In this post from last November, I suggested that the glory days of this blog are over. That might have been a bit premature. In that post, I said that my focus will be building contracts that comply with my guidelines. I now realize—duh—that that will involve wrestling with all sorts of substantive issues. For an example of that, consider this … Read More
I noticed this article by Adrian D. Jakibchuk of the Toronto law firm Cassels Brock. It’s about the decision by Madam Justice Michelle O’Bonsawin of the Ontario Superior Court of Justice in Bergeron v. Movati Athletic (Group) Inc., 2018 ONSC 885. I’ll explain why I think it was mistaken. Bergeron was a short-term employee of a Movati Athletic (Group) Inc. (Movati). Their … Read More
From reader Zack Miller, of Sacramento, California: What are your thoughts on organizing credit agreements based on affirmative and negative covenants? (i.e., an article devoted to affirmative covenants and an article devoted to negative covenants). It makes sense to a lawyer, but is it really the best way to organize the various promises in a contract? Let’s start by considering … Read More
Consider this scenario: Acme is contemplating entering into a confidentiality agreement with Widgetco under which Acme would provide confidential information to Widgetco. But Acme is concerned that Widgetco might be acquired by a competitor of Acme, resulting in Acme’s valuable confidential information getting into the competitor’s hands. What can Acme include in the confidentiality agreement to address that concern? Termination … Read More
