At one of my Geneva seminars this week, a participant told me that Czech law says you have to include certain information in the introductory clause. At my request, she followed up with a colleague, who told her the following: This is stipulated under Sec. 435 of the Czech Civil Code(act no. 89/2012 Coll.). Please see below: (1) Every entrepreneur … Read More
The other day I permitted myself the following japery on Twitter: Contemplating new "efforts" standard: premium effortssuperior effortsValhalla effortsgalactic effortsKal-El effortsEfforts McTryHard — Ken Adams (@AdamsDrafting) April 2, 2016 But that led me to search for efforts standards on steroids. Searches for the likes of major efforts uncovered nothing, unsurprisingly, but I got plenty of hits on EDGAR for one formulation—extraordinary … Read More
I’ve long been aware of the challenges of translating contracts. Heck, back in 2004 I wrote one of my first articles, this one, on that subject. And in 2014 I did this webcast with eCPD Webinars. Last year Ruth Gámez and Fernando Cuñado came to my attention. They have an active online presence, with their website and their presence on Twitter (username @traduccionjurid). … Read More
It’s time for that ever-popular game, Pick the Category of Contract Language! Bob, please tell our viewers what the choices are! Acme shall make all decisions relating to commercializing Licensed Products. [By using language of obligation, this expresses, appropriately, the idea that Widgetco wouldn’t want Acme to ignore what’s required to commercialize products. But it doesn’t express that Acme will be in … Read More
Apparently there’s no I in team. And there’s no objective and subjective in use and interpretation of efforts provisions. When I ask seminar participants to tell me the difference between best efforts and reasonable efforts, it’s routine for someone to suggest that the former represents an objective standard and the latter a subjective standard, or vice versa. That question is in … Read More
You’ve prepared a contract that imposes on Acme an obligation to use reasonable efforts to sell Widgets. If you leave it at that, a fight could arise at any time over whether Acme has used reasonable efforts. You could add to the deal by saying that you may terminate if Acme doesn’t reach stated sales targets. That would give you … Read More
So we know the following about efforts provisions: It makes sense to use efforts to express an obligation if the party under the obligation doesn’t have complete control over achieving the desired result. Contract parties also use efforts obligations as an expedient alternative to stating precisely what a party under an obligation has to do to achieve the desired result. … Read More
When it comes to my computing needs, what’s most distinctive isn’t that I write stuff, or that I have websites and a blog, or that I record the occasional webinar. Instead, it’s that I roam the world giving PowerPoint presentations as part of my “Drafting Clearer Contracts” seminars, with my presentations featuring extracts of contract text on which I scribble … Read More
On 7 November I’ll be doing another “Drafting Clearer Contracts” seminar for University College London Faculty of Laws. Once registration information is available online, I’ll announce it on this blog. If you’re bemused by the idea of an American-trained lawyer parachuting in to provide training in contract drafting, you might want to check out these articles, each from an English publication: The Problem … Read More
In this comment, longtime reader Vance Koven suggests using Acme shall seek to instead of Acme shall use reasonable efforts to. He says that they’re equivalent, in that any court would apply a reasonableness standard to an obligation stated using seek. I understand Vance’s point. In fact, I’m going to go further. Why use the somewhat dated and literary seek? … Read More
