Everything old is new again. Or something. Last week I noticed this post on ContractsProf Blog. It’s about a subject dear to my heart—the recital of consideration. So I rattled off a comment, without thinking too hard about it. Well, my comment prompted three vigorous responses, leading me to submit a second comment. Because my second comment might be of … Read More
Today @KentPitman shared the following thought with me: I used to do programming language standardization both nationally and internationally. I noticed some German speakers had a particular attitude (I’d almost say phobia) around the use of the word “will” as a compulsion. They never explained it and seemed to think it was obvious, so I’m not certain, but I eventually came … Read More
Episode 5 of the third season of the U.S. TV show “Suits,” set in a corporate New-York-but-actually-Toronto law firm, features the following exchange between the character Louis Litt, a goofy transactional partner (played by Rick Hoffman), and an associate by the name Simon, after Louis thrusts in Simon’s face an unspecified written assignment that Simon had submitted to Louis: Louis: … Read More
Via this post on Legal Informatics Blog, I learned of an article entitled Modularity and Innovation in Contract Design: A New Path for Transactional Legal Practice, 18 Stan. J.L. Bus. & Fin. 177 (2013). It’s by Associate Dean George Triantis of Stanford Law School. But apparently that article isn’t yet available—the SSRN link (here) in the Legal Informatics Blog post is to a Stanford … Read More
A couple weeks ago the following tweet was sent my way by @UtterlyMacabre: Many IT Ks have an “assumptions” section that functions like a disclaimer. What category of contract language would you call this? Shortly thereafter, @UtterlyMacabre disappeared from the Twitterverse. Too bad, because I thought that was a clever question. Before disappearing, @UtterlyMacabre steered me to two statements of … Read More
In this comment, reader MLB asks, “What’s your thought on the following phrase: ‘related to, but not limited to’ in a contract?” My response: WTF? A search on EDGAR found only 49 contracts that use the phrase, and perhaps half of them represent multiple instances of contracts based on the same template. So it’s a rarity—thankfully so, as I don’t … Read More
If you’ve subscribed to my blog email updates but haven’t received any—my most recent update was on August 14—you might want to try again. Allow me to explain: Every week, or two, or three, I send to subscribers an email with links to my most recent blog posts. You can subscribe for my email updates by going here. Last week … Read More
In this post you can see the most recent version of my force majeure language. (Excuse the blood, sweat, and tears!) But one change the current version doesn’t reflect is something that Chris Lemens and A. Wright Burke both requested—that I get rid of the phrase force majeure. Here’s what Chris said in this comment: I’m highly prejudiced against law-French, … Read More
The other day, I was walking down the road when I was waylaid by two longtime readers, Chris Lemens and A. Wright Burke. They stuck a hood over my head and hauled me behind the bicycle sheds. They then proceeded to thrash me. I think Chris wielded a shillelagh, whereas A. Wright Burke, despite his higher-education trappings (M. Phil. and … Read More
Recently I encountered cognizant in a contract. It’s a foppish word meaning “knowledgeable of something, especially through personal experience.” It’s not that common in contracts, but it’s not an utter rarity either—it’s in a few dozen contracts filed on EDGAR in the past year. Below is an example of cognizant used in a contract to convey the established meaning; I’d use … Read More
