Brian Rogers, aka @theContractsGuy, let me know of the recent Missouri Court of Appeals case FH Partners, LLC v. Complete Home Concepts, Inc. (The official copy is here; a copy from Westlaw is here). It provides a useful reminder of the limits to giving retroactive effect to a contract if that contract is part of a series of transactions. Here’s a very … Read More
[Revised 6:30 p.m. EDT, October 13, 2012, to reflect suggestions by Rodney Huddleston.] Thanks to a recent case, I stumbled on a subset of ambiguity associated with or. Consider Ohio Rev. Code Ann. § 1705.35 (West): Instruments and documents providing for the acquisition, mortgage, or disposition of property of a limited liability company are valid and binding upon the company … Read More
Neal Goldfarb has unleashed on the world this post comparing how the judicial principles of interpretation that have a bearing on syntactic ambiguity compare with how English is actually understood. It looks rigorous as heck, but I haven’t read it yet. Why not? Well, it is quite long, but the main reason is that Neal’s a litigator and I’m a … Read More
Via Ron Friedmann, I learned that Integreon, the legal-process-outsourcing vendor, has announced here a “new collaborative legal services delivery model” with the law firm Seyfarth Shaw. I gather from Ron’s tweet that it’s the third such partnership. The announcement is in businessspeak, featuring bombast, clichés, nominalizations, and gratuitous quotation marks. But the gist of it is that Integreon has partnered … Read More
I draw your attention to Preston M. Torbert, Contract Drafting: A Socratic Manifesto, 14 Scribes J. Legal Writing 93, 119 (2012) (PDF copy here). Preston is a retired practitioner who teaches and writes about contract drafting; he was kind enough to send me a copy of the article. Apart from the introductory paragraph, the article is written entirely in questions. … Read More
A reader told me about this article on Bloomberg BNA. It’s about a recent opinion of the Sixth Circuit Court of Appeals that deals with syntactic ambiguity in a Michigan statutes: The [Michigan Medical Marihuana Act] prohibits “disciplinary action by a business or occupational or professional licensing board or bureau” against a “qualifying patient.” But the Sixth Circuit opted not … Read More
Yesterday I sent my esteemed publisher, the Section of Business Law of the American Bar Association, the manuscript for the third edition of A Manual of Style for Contract Drafting. It will go on sale in early February. And yes, there will be an ebook version, although that will take a few weeks longer to prepare. In terms of its … Read More
I’ve been reading Matthew Butterick’s Typography for Lawyers. It has caused me to revisit some issues. Here’s one: In samples in MSCD, the introductory clause, the recitals, the lead-in, the concluding clause, and autonomous definitions all use first-line indenting. I also use space between those paragraphs. Here’s what Typography for Lawyers has to say: A first-line indent is the most … Read More
How did duly ever escape my attention? Last week Bradley Clark sent the following tweet my way: @KonciseD Only 11:12 CST & I've already run into these two: "duly appointed" and "duly approved." — Bradley B. Clark (@bradleybclark) September 19, 2012 I realized that Bradley was giving me way too much credit—I’d never written about duly. So here goes. According to … Read More
I received the following inquiry from reader Andrew Sinclair: I couldn’t find any posts on the topic of whether to use “control”, “prevail”, or “govern” to resolve conflicting terms. I had a partner in China ask to change to change “prevail” to “control” when negotiating a contract. That suggested to me that the partner thought there would have been some … Read More
