Last month I noticed with interest this article by Carol McAlice Currie in the Statesman Journal. It’s entitled “House Passes Bill to Standardize Oregon Contracts.” I recommend that you read the entire article, but here’s the gist of it: Building on a promise to bring more transparency and accountability to government, Rep. Nancy Nathanson delivered on it this week when the … Read More
To be consistent in your contract usages, you have to make decisions big and small. Here’s a small one: which to use, no later than or not later than? Behold what a Merriam-Webster “Ask the Editor” item (here) says: [T]here are differences in the way these two expressions are used. No later than is used more often than not later than, … Read More
Because Google thinks that it’s a good thing to do, I’ve spared no expense to make this site “mobile-friendly.” Let there be rejoicing through the land! Or not. One immediate benefit is that whatever made the blog glacially slow for at least some of you has now disappeared. It’s a work in progress. If you notice anything that needs fixing … Read More
Routine bits of contract clutter have the potential to create real problems. Baron Oursler, senior counsel at the transportation company FleetPride and one of the participants at last week’s “Drafting Clearer Contracts” seminar in Houston, told me about an amazing example of that. I now pass it on to you, dear reader. The Dispute It involves a dispute between UBS … Read More
It’s easy enough to find contracts that use amongst. A search on Westlaw’s version of EDGAR that was limited to items filed in the past three years yielded 4,774 hits. Here are four examples, with those apparently drafted in Commonwealth countries noted with an asterisk: … then the Maximum Indemnification Amount or the balance thereof shall be divided amongst the Office Holders at … Read More
I was mildly surprised to find that I’ve apparently never written anything on this blog about which to use, between or among, when listing the parties to a contract, in the introductory clause or elsewhere. Here’s what MSCD 2.46–48 has to say: In all cases, use between as the preposition in the introductory clause rather than among or a silly couplet (see 1.42) such as by … Read More
If you wish to witness an old-fashioned beatdown, scurry over to the IP Draughts corner of the marketplace of ideas to see Mark Anderson dismantle—Marquess of Queensbury rules!—a Google patent purchase agreement (here). I too am prone to meting out vigilante justice. Go here for my analysis of another Google contract, a services agreement. But it’s a model of professionalism compared … Read More
Choices in contract drafting come in big and small packages. Today, let’s think small; let’s think breach. Count Noun or Mass Noun? Consider the following: It will not constitute [a breach] [breach] of the Recipient’s obligations under this agreement for the Recipient or any of its Representatives to disclose … Both of the bracketed alternatives work. How so, you ask? Well, … Read More
[Updated June 30, 2015: Here’s an update from Blake: In our job search, we stated that knowledge of MSCD was a “preferred qualification.” Out of dozens of qualified applicants, we narrowed the pool to four people. We gave all four candidates a “homework” assignment of drafting a contract in accordance with MSCD. (We assigned the candidates random numbers and graded … Read More
Go here to see Top Ten Tips in Drafting and Negotiating International Contracts, co-authored by me and René Mario Scherr, Tetra Pak’s Regional General Counsel, South Asia, East Asia & Oceania. If that link doesn’t work for you, go here for a PDF. You’re welcome. I met René about seven years ago, at one of my seminars. We’ve kept in … Read More
