During my seminar at the Calgary office of Blakes last Saturday, I made my usual point regarding best efforts: as a matter of idiom and contract logic, it’s untenable to suggest that a best efforts obligation is more onerous than a reasonable efforts obligation. Case closed, game over. I’ve previously considered Canadian caselaw on this ostensible distinction, most recently in … Read More
Greetings from Calgary! Instead of spending Thanksgiving weekend at home, eating leftovers, I’m in Canada, where I’ve just finished presenting my “Drafting Clearer Contracts” seminar at the Calgary office of Blakes, a leading Canadian law firm. I think they found it worthwhile, and I got some nifty Blakes swag out of it. But from my perspective, what was most distinctive … Read More
I’m a member of the adjunct faculty at the University of Pennsylvania Law School, and each fall semester I teach a course in—what else—contract drafting. As part of my course I hold a panel discussion, with the aim of giving my students a chance to hear someone other than Adams. Yesterday’s class was devoted to this semester’s panel discussion, and … Read More
Business Law Today, the online magazine of the Section of Business Law of the ABA, has published my new article Making a Mess of Ambiguity: Lessons from the Third Circuit’s Opinion in Meyer v. CUNA Mutual Insurance Society. It explores, in detail, a recent instance of confusion over the meaning of an or in a contract. Go here to read it. … Read More
Any amendment to a loan agreement will almost certainly contain a provision along the following lines (emphasis added; otherwise untouched): Except as otherwise provided herein, the execution of this Second Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders, constitute a waiver of any provision of any of the … Read More
You might want to check out GreenLine Legal, a new service for automated document analysis. Here’s what it says it does: GreenLine automatically recognizes and categorizes legal provisions in contracts. Use it to pull out the desired provisions from a group of contracts, compare agreements with even significant textual differences and better track what you’ve agreed to in the past. … Read More
An extract from EDGAR that I included in the immediately preceding post refers to “the remainder of the covenant or covenants”. I don’t know how prevalent the usage X or Xs is, as it’s not something you can search for. But you’d be much better off saying instead one or more Xs.
In MSCD, I don’t attempt to list every phrase that exhibits redundancy. Instead, I just give some examples. The main point is that drafters should test any string of two or more closely related words or phrases to determine whether each of them serves a function. But some phrases exhibiting redundancy are so prevalent that one might as well point … Read More
In this post on IP Draughts, Mark Anderson notes two ways in which U.K. drafting usages differ from their U.S. counterparts: In the U.K. one says trade mark, using two words, rather than trademark, which is the U.S. usage. In the U.K., license is used as a verb, licence as a noun; in the U.S., license serves both functions. What are … Read More
This spring I’ll be back in Geneva, giving my “Drafting Clearer Contracts” seminar on Monday, March 12; Wednesday, March 14; and Thursday, March 15. Once again, Akin Gump’s Geneva office will be acting as my host. Please spread the word! I hope to see some of you there.
