On December 1, 2007, AVAX Technologies and one Francois Martelet entered into an employment agreement providing for Martelet to serve as AVAX’s CEO. It all ended in litigation, and recently the District Court for the Eastern District of Pennsylvania issued this opinion. The only part that caught my eye involved the following provision: Discretionary Performance Bonus. Employee shall be entitled to … Read More
MSCD notes how in the U.S., traditionally exhibit is used to refer to a stand-alone document that’s attached to a contract, whereas schedule is used to refer to materials that could have been in the body of the contract but were moved to after the signature blocks. An exhibit might consist of a form of noncompetition agreement that’s to be … Read More
Behold commit to used to express obligations: each of the Guarantors hereby … commits to make a contribution to such Guarantor’s capital in an amount at least equal to The Employee commits to perform his/her duties pursuant to this Agreement on full time basis and not to engage in any other endeavors without the express permission of the Board of Directors of the … Read More
In this recent post, I discussed a case in which the word “termination” was held not to apply to “expiration” of a contract. Thanks to reader, I learned about a case, Olympus Ins. Co. v. Aon Benfield, Inc., No. 11-CV-2607 (D. Minn. March 30, 2012), in which the court came to essentially the opposite conclusion, due to nuances of contract language. … Read More
A little over a year ago I announced publication of my book The Structure of M&A Contracts. Since then, limbo: First, the book was available as a PDF, but only by calling West. Then, it became available exclusively on Thomson Reuters’s new ProView ebook platform, but without volume discounts and with limited marketing support. But now, the stars are in … Read More
So far, ContractExpress—the software that powers Koncision’s confidentiality-agreement template—has been able to handle everything I’ve thrown at it. Last week I learned of yet another feature that I expect I’ll need down the road. If your organization uses a number of different contract templates, it’s likely that those templates share common language—at a minimum, some or all of the “miscellanous” … Read More
I’m fond of saying that the first step in overhauling your contract process is analyzing the costs and risks of your current process. But what should such an analysis consist of? That question came to mind after my Inside Counsel SuperConference session last week. I was standing next to another of the presenters, Rees Morrison (he of the Law Department … Read More
Last week I received the following inquiry from a reader: I have a frustrating drafting challenge (possible blog topic?) that I suspect beleaguers many in-house counsel who are trying to streamline contracting processes—using a service provider’s proposal to define the scope of work without bringing in the “general” terms and conditions that accompany it. I will not deny that this … Read More
[Revised 1:50 p.m. EDT, April 26, 2012, to reflect comments by Vance, Mike, and Guest. In the original version, I didn’t explore the procedural side. And further revised 6:00 a.m. EDT, April 30, 2012, to eliminate the words “joint” and “several” from my proposed language.] In this 2007 post on the AdamsDrafting blog I discuss the phrase joint and several. … Read More
Recently on Twitter, Lawrence Hsieh (aka@ContractAdviser) compared me to longtime sports-radio provocateur Mike Francesa. And the next day a reader emailed me to say, among other things, “I like reading your comments but you are, I have to say it, opinionated!” So am I just spouting opinion? First, let’s get our terminology straight. On the one hand, there are facts—information that … Read More
