Bryan Keenan, director of the Wilmington, Delaware, law firm of Gordon, Fournaris & Mammarella, let me know about an instance of syntactic ambiguity addressed by the Delaware Court of Chancery in the recent case In re Mobilactive Media, LLC (here). (Syntactic ambiguity involves uncertainty over which part of a sentence a given phrase modifies or which part of a phrase a given … Read More
It’s Wednesday, January 30. This afternoon I’ll be at LegalTech, in New York, hanging out with the ContractExpress team, at booth 324/6. But I won’t be on the prowl for technology relating to contract drafting and the contract process, because we already have great technology. Document-assembly software that does everything you could want? Check. Software to monitor every step in the … Read More
Yesterday Law360 published this article by reporter Liz Hoffman about the contract language at the root of the brawl between financiers Carl Icahn and Bill Ackman. It quotes yours truly. (Subscription required, but you can get a free trial.) You can find the contract language at issue in this Business Insider article by Linette Lopez; this 2011 New York Times story … Read More
I periodically moan about how inertia has rendered most of corporate America either complacent about suboptimal contract templates or incapable of doing anything about them. See for example this March 2012 post, and this article discussing a major source of inertia, the urge for autonomy. I’m inclined to think that a company won’t overhaul its templates unless someone higher up … Read More
The page of the ABA Web Store for the third edition of A Manual of Style for Contract Drafting (here) has just added links to PDFs of the table of contents, the preface, and the introduction. They’ll give you a good sense of the book. In particular, the preface has a short chapter-by-chapter breakdown of what has changed.
In this post on recent developments in legal publishing, Ron Friedmann posits that knowledge management is evolving “from content to tools to true productivity.” He offers the following analysis: For much of the 1990s, legal professionals did not even use the “KM word”. Instead, we talked about work product retrieval and precedents. That continued into the new century until we … Read More
You can now order the third edition of A Manual of Style for Contract Drafting through the ABA’s web store; go here. Until the book is in inventory, which should be in the first week of February, you get a 15% discount. Members of the ABA’s Section of Business Law get an additional discount. The book won’t be available on … Read More
I find it salutary to be reminded periodically why I do what I do. Today I received an email from a reader based in England that had that effect. Here’s the relevant part: I felt obliged to write an email to you. Thank you. I’m a London-based fan of your work. Many of the complaints you raise with how drafting … Read More
Via Mark Anderson, I learned of the opinion of the High Court of Justice, Chancery Division, in Sycamore Bidco Ltd v. Breslin. I paid it just enough attention to see that it exemplifies an unhealthy English approach to contract drafting and contract interpretation. The contract at issue contained the following language: 5. Seller Warranties 5.1 The Sellers severally warrant to the Buyer … Read More
On Thursday, January 17, at 11:00 a.m. EST, I’ll be doing an “Ask the Expert” call on “Trends in Contract Drafting” with the International Association for Contract & Commercial Management, know to its friends as IACCM. Go here for additional information and to register. The call is free. You have to be a member to participate, but you can sign … Read More
