I bring you glad tidings of a new post by Glenn West on Weil’s Global Private Equity Watch blog. It’s entitled On Naval Ramming Bows and Contractual Boilerplate—Are Standard “No Third-Party Beneficiary” Clauses Always a Good Thing? To whet your appetite, I present you the key bits: Glenn reminds us of the limited utility of no-third-party-beneficiary provisions: While most contracts contain … Read More
[Updated 2 Jan. 2022: For a court that disagrees with Reyes as it applies to the TCPA, see Ammons v. Ally Financial, Inc., 326 F. Supp. 3d 578, 595 (M.D. Tenn. 2018).] Thanks to this post by Eric Troutman on Dorsey’s Consumer Financial Services Update, I learned about Reyes v. Lincoln Automotive Financial Services, No. 16-2104-CV, 2017 WL 2675363 (2d Cir. June 22, … Read More
In this post I mention that I troubleshoot company templates. I’ll now explain why that service that has value. Contract-drafting is long and life is short, particularly if decisions regarding contract drafting are left to the individuals in an organization. You’re a fan of clear and modern contract language? That’s great, but you have some obstacles to overcome before you … Read More
I have a fantasy. Let me tell you about that fantasy. Don’t worry, it’s nothing lurid. In my fantasy, a company adopts a detailed set of guidelines for contract language. Those guidelines apply to every contract, regardless of what part of the company is responsible for it. They’re not namby-pamby, we-think-this-would-be-a-good-idea guidelines: if you want to keep drafting, reviewing, and … Read More
This is from an intercompany services agreement dated 3 July 2017 between General Electric Company and Baker Hughes that I happened upon in the SEC’s EDGAR system (PDF here): SECTION 10.16 Integrity. Each Party covenants that it is committed to unyielding integrity and will act in a manner consistent with the GE Integrity Guide for Suppliers, Contractors and Consultants, a … Read More
Recently I sent a consulting client a short explanation of how I handle statements of fact. Here it is, in case it’s of interest: I thought you might find it helpful if I summarized how I treat statements of fact. As a general matter, incorrect statements of fact give rise to a remedy. If the idea is that an incorrect … Read More
I figured that rather than just speaking generally about dysfunctional contract templates, it might be helpful if I give you a sense of the different kinds of dysfunction I see. So I’ve co-opted the “defense readiness condition,” or “DEFCON,” alert state used by the U.S. armed forces. It prescribes five graduated levels of readiness (or states of alert) for the U.S. … Read More
In this 2016 post I wrote about circular definitions. Now, thanks to @saBEERmetrics, we have another example: Ok, this is definitely one to write about. Using circular logic in definitions. X means everything except Y. Y means anything that's not X pic.twitter.com/Tc1PzNU1KF — saBEERmetrics (@saBEERmetrics) July 3, 2017 Here are the relevant definitions: all Governmental Approvals that CUSTOMER is required … Read More
On 9–10 August, I’ll be doing a “Drafting Clearer Contracts” seminar in Dubai for Marcus Evans. It’s a two-day seminar; Marcus Evans always asks me to do two days. For more information, contact Mary-Ann Loui, at marya@marcusevanskl.com or at +603 2723 6757. This will be my first public seminar in Dubai. (I’ve done several in Abu Dhabi.) I’m looking forward to … Read More
I’ve become acutely aware that many companies find change hard to swallow. (See this March 2017 post for examples of how companies can choke on change.) Inspired by a project I just did for a global manufacturing company, I’ve come up with a way I can help you if you can’t handle much change: give me your templates and for … Read More
