Today I encountered use of ought in the Uniform Commercial Code, so that sent me scurrying to EDGAR, where I found 143 contracts filed in the past year that use ought. Garner’s Modern English Usage says the following about ought: Ought should be reserved for expressions of necessity, duty, or obligation; should, the slightly weaker but more usual word, especially … Read More
Here’s one of my recent tweets: Tonight's clunky contract usage: (sub)licensees. You may now resume your normal programming. — Ken Adams (@AdamsDrafting) December 13, 2016 I followed it up with this one: Anyone think of another instance of parentheses being used like this? Only example I know of is "(s)" to express the concept "one or more". https://t.co/qg8Nn1MCCq — Ken … Read More
Behold the following sentence: If as part of resolving a dispute a party is required to pay the other party, it must no more than 15 days after the dispute was resolved pay the other party the amount in question, plus interest from the beginning of the [day] [date] the disputed payment was originally due through the [day] [date] before … Read More
You can now register for my 2017 “Drafting Clearer Contracts” seminars in the United States. Spend those remaining 2016 CLE dollars! Go here for the links. Sorry for the delay.
Thanks to a reader, I learned of the opinion of the Chancery Division of the High Court of Justice of England and Wales in Dooba Developments Ltd v McLagan Investments Ltd [2016] EWHC 2944 (Ch) (here). The Facts Dooba Developments Ltd and McLagan Investments Ltd (referred to as “Asda” in the proceedings) entered into a contract for purchase of land that was … Read More
[Updated 13 June 2017: Prompted by this more recent post, I’ve had a change of heart. I think this should be language of declaration: The parties acknowledge that this agreement does not address the law that governs disputes arising out of this agreement or the subject matter of this agreement. Why? Because it doesn’t really make sense to state as a … Read More
I’d like now to address a concept in a way I haven’t had occasion to address it before: the circular definition. Consider the following contract definitions: “Bonus Date” means a date on which Acme determines that a Bonus Period concludes. “Bonus Period” means a period that commences on a date determined by Acme and concludes on a Bonus Date. Their … Read More
Via reader Raif Palmer, I learned that Citibank has rolled out a new form of credit card agreement, one that features, according to the cover note to Raif, “A new, clean design with simple language.” Consumer contracts are different from business contracts. Generally I don’t do consumer contracts, but I couldn’t resist having a look at the new card agreement. … Read More
Behold the following extracts from the outhouse EDGAR, each using the word joinder: … the Company shall cause each such Permitted Subsidiary to become party to the Guaranty by executing a joinder to the Guaranty reasonably satisfactory in form and substance to the Required Holders. On November 11, 2016, the Board authorized this Agreement , contingent upon its execution and … Read More
I’ve heard lawyers from two English “Magic Circle” law firms say, in different words, the same thing: We treat contract templates as a starting point. We want our young lawyers to figure out for themselves how best to adapt the template to the deal. That confuses two parts of the deal process, namely (1) coming up with deal points and (2) … Read More
