ContractsProf Blog has this post by Brian N. Larson about a study by Stefania Passera and others that apparently shows that diagrams made a contract easier to understand. The study’s findings don’t come as a surprise. Plenty of contracts describe mechanisms with alternative outcomes, with those outcomes then prompting further outcomes. Tag-along and drag-along rights come to mind. Also preferred-stock antidilution … Read More
LinkedIn is my preferred forum for stuff that you, dear reader, have heard many times on this blog. In that spirit, today I posted on LinkedIn an article entitled What Level of Dysfunction in Your Contracts Is Acceptable? My notion is that if I keep hammering away, people will get my point. Or get fed up.
In this LinkedIn article I asked, Do your contracts matter? A logical follow-up to that would be to ask people in different countries whether their contracts matter. So that’s what I did for this post. More specifically, I got in touch with Riyadh Al-Balushi, a lawyer working for the government of Oman, although he’s currently on sabbatical, pursuing a PhD. … Read More
[Update: This 30 July 2017 post rendered this post redundant.] In this 2015 post I consider Nothing in this agreement gives X the right to [do something]. Now let’s consider Nothing in this agreement prevents X from [doing something]. We have to ask the age-old question: what category of contract language is this? Is it language of discretion? In other … Read More
Yesterday @WestMichiganLaw sent my way on Twitter the release by journalist Ben Jacobs in favor of the Republican who assaulted him. (PDF here.) What caught my eye was the notation “CAUTION: READ BEFORE SIGNING!” above the signature block (highlighting added in this image and the others in this post): (Bonus: the half-witted successors-and-assigns language. You’re welcome.) The read this notation got … Read More
You might have noticed that with the fourth edition of MSCD in production, I’ve been pondering where things stand and what comes next. As part of that I’ve made a point of having slightly awkward conversations with some in-house lawyers who are friends of MSCD. I look at their templates, point out the inevitable shortcomings, then see what they have … Read More
Here’s something I said in this article on LinkedIn: And more generally, being expert in your company’s transactions doesn’t make you an expert in contract language, any more than knowing how to drive a car makes you an expert mechanic. Contract drafting is a specialized kind of writing: leave it to specialists. By “specialist,” I mean someone who is expert in … Read More
This post on Artificial Lawyer by Richard Tromans (@ArtificialLawya) notes that more and more technology is being directed at the contract process. In fact, there’s so much of it that I’ve stopped trying to keep track. The article focuses on a product called Avvoka. I’m not familiar with it, and I certainly haven’t tried it. My purpose is, as usual, … Read More
Last week I had the pleasure of finally meeting in person Brian Rogers, also known as “The Contracts Guy.” (His Twitter username is @theContractsGuy.) I’ve engaged with Brian for years, by telephone, webcam, and email and with comments on our respective blogs, but never in person, until last week. The occasion was my visit to St. Louis to do a … Read More
I’ve said any number of times (most recently in this 2016 post) that creating the defined term this Agreement is pointless. Actually, let’s just call it dumb. My thanks to @neil_neilzone for making that clear this morning with the following tweet: https://twitter.com/neil_neilzone/status/870596648132628480 When you create the defined term this Agreement by means of an integrated definition in the introductory clause, the … Read More
