Consider the following (emphasis added): This agreement is personal to the Employee. The Employee shall not assign any of the Employee’s rights or delegate any of the Employee’s obligations under this agreement to any other person, except that the Employee may assign the Employee’s rights under this agreement to the Employee’s personal or legal representatives, executors, administrators, heirs, distributees, devisees … Read More
Linguists and English-usage types have long engaged in a back-and-forth regarding the extent to which it’s appropriate for English usage to be subject to “rules.” On one side are descriptivists; on the other, prescriptivists. Here’s how journalist Robin Lane Greene described the tussle in a recent New York Times debate with Bryan Garner: Welcome to another round of the Language … Read More
I’ve finished compiling the index for the third edition of MSCD. It’s fairly long—it occupies 22 pages of a single-spaced, single-column Word document. Perhaps by way of rationalizing the work involved, I offer the following observations: A sure sign of a dubious reference work is a skimpy index. And a sure way to compromise an index is for the author to … Read More
There seems to be no end to the bizarro verb structures that drafters opt for. Today I saw the following in a contract: “Consultant will be expected to perform the Services.” I said to myself, WTF! I promptly went on the SEC’s EDGAR system, where I had no trouble finding instances of will be expected to. It occurs in 289 … Read More
Allonge? Do we have to? Here’s how Black’s Law Dictionary defines allonge, a noun: “A slip of paper sometimes attached to a negotiable instrument for the purpose of receiving further indorsements when the original paper is filled with indorsements.” (An indorsement serves to transfer or guarantee a negotiable instrument or to acknowledge payment.) Black’s gives 1859 as the date of … Read More
It might be easy enough to spot a particular issue when structuring a transaction. But addressing that issue appropriately in a contract requires careful aim, as anything other than a direct hit might create awkward problems. For example, I saw on Twitter, via the indefatigable Rob Hyndman, a link to this blog post by Michael Fitzgibbon of the Ontario employment … Read More
In this November 2011 post I introduced language of intention. It makes sense to use language of intention to articulate those aspects of a contract relationship that are subject to judicial scrutiny, meaning that the parties cannot establish them definitively in the contract. For the heck of it, here’s another example of language of intention, namely the basic version of … Read More
I was surprised to have my publisher point out to me that although in the manuscript for the third edition of MSCD I had cited the fifteenth edition, the sixteenth edition of The Chicago Manual of Style has been with us since 2010. So I immediately bought a copy and updated my CMoS references. It’s no mystery why I should … Read More
I spent the summer poring over the manuscript of the third edition of A Manual of Style for Contract Drafting. Then I read through it again. Then a few friends of the blog read through some or all of it and caught a bunch of glitches: extra words, words that should be in italics but weren’t, incorrect cross-references, and so … Read More
A reader sent me a link to this article on Lexology (free registration required). It’s about that old favorite, best endeavours, and it discusses an April 2012 case before the Court of Appeal, Jet2.com Limited v Blackpool Airport Limited (copy here), that involves a dispute over what a contract party was required to do to comply with a best endeavours provision. … Read More
