Via @thecontractsguy I learned of this article in the National Law Review. It discusses East Texas Copy Systems, Inc. v. Player, No. 06-16-00035-CV, 2016 WL 6638865, at *1 (Tex. App. Nov. 10, 2016), an opinion of the Texas Court of Appeals (opinion here). Here’s what happened: An individual by the name of Jason Player sold his business to East Texas Copy Systems, … Read More
Yesterday I saw this article on JDSupra. It’s entitled Merger and Purchase Agreements Governed by Maryland Law: “Best Efforts”, and it’s by Scott Wilson of the law firm Miles & Stockbridge. Consider the following extract: The most commonly utilized terms are “best efforts,” “reasonable best efforts” and “commercially reasonable efforts.” Practitioners understand these terms on a sliding scale with “best efforts” … Read More
Today a reader suggested to me that lawyers “use complexity as a comfort blanket.” That got me to thinking about what makes contracts complicated. First, what does “complexity” mean? I suggest it can mean two things. First, that something is sufficiently technical that it requires special training to be able to understand it. And second, that something has sufficient moving parts … Read More
Recently I had occasion to revisit an issue I thought long settled. Because it involves reader comprehension generally, I took the liberty of buttonholing people involved in legal writing but not contract drafting. Here’s what I asked them: Below are two sentences. The second is the definition of a key defined term used in the first. Necessarily, one has to come … Read More
My enumeration schemes are an important part of my repertoire. There’s the one in MSCD, then there’s the hanging-indent scheme I unleashed in this 2015 post. But despite my control-freakery, I’ve not paid a lot of attention to two aspects of my scheme, namely point size and spacing. I went with the Word default, which was then Calibri 11 point, … Read More
In this 2014 post I described what seemed an oddity: putting the defined-term parenthetical at the beginning of the definition. Well, I think that with some tweaking it can be turned into a legitimate technique. Here’s how I’ve just described it in something I’m working on: If you put the defined-term parenthetical at the end of a list of items and … Read More
In this post I discuss how archaisms such as witnesseth arose more than five hundred years ago. Why do they persist? Because transactions are a precedent-driven part of a conservative profession: when it’s time to do a new transaction, it makes sense to reach for contracts used in other, previous transactions. There’s also an element of incantation involved: the law … Read More
Tired of the moral degeneracy on prolific display in civic life in the United States? Then I invite you to take refuge in old contracts. Really old contracts. The urge to flaunt in contracts, in all capitals, the archaisms witnesseth, whereas, now therefore, and in witness whereof goes back a long way. That’s why they’re called archaisms! But I wanted … Read More
So ends another year on the blog, a year during which 967,730 people have visited the site so far. That’s a lot of visits. Here are the ten posts (from whatever year) people visited most in 2016, with the most-visited at the top: Using the Terms “Negligence” and “Gross Negligence” in a Contract “Effective Date” The Apostrophe in “Five Days’ … Read More
Once or twice a month I send to my 3,000 subscribers a newsletter containing not only links to recent blog posts but also musings about whatever happens to have popped into my brain. I’m under no illusions that my newsletters make for gripping reading, but what the heck: in an end-of-the-year, end-of-civilization spirit, here, in reverse chronological order, are links … Read More
