In this recent post I first articulated my unease regarding shall cause, and I mentioned it again in yesterday’s post on indemnification. Given that a significant proportion of you think that indemnification smells like week-old fish, and given that for now I have no way to put you at ease on that subject, the shall cause issue isn’t going anywhere. … Read More
[Updated 3:00 p.m. EST, January 10, 2011: In this post, I propose revised indemnification language. I’ll chew over whether still to offer as an option in Koncision’s confidentiality agreement the alternative language I offer below.] [Updated 9:50 a.m. EST January 7, 2011: The question of how the elements of a claim for indemnification relate to the elements of a claim … Read More
In this recent post on indefinitely I considered the best way to express that a given obligation lasts forever. That brought to mind a different, and problematic, use of forever, namely in language of performance. Consider the following examples: The Executive, on behalf of the Executive and the Executive’s heirs, executors and assigns hereby releases and forever discharges the Company … Read More
Thanks to reader Steven Sholk, I learned about the recent Ninth Circuit opinion in Richey v. Metaxpert LLC. (Click here to go to a PDF copy.) Before Richey started working for the appellants, in 2007 he signed an employment contract in which he agreed that he wouldn’t compete with the appellant company “in the computer gaming business” for two years after … Read More
In contracts, the word indefinitely is used to convey two different meanings. I’m not keen on that, seeing as the Prime Directive of contract drafting is not to use one word or phrase to convey two or more meanings and not to use two or more different words or phrases to convey a single meaning. One meaning conveyed by indefinitely … Read More
Periodically I inflict on you my musings regarding notices-provisions terminology. (See this August 2009 AdamsDrafting blog post on why I’ve opted for “national transportation company,” and see this March 2009 AdamsDrafting blog post on why I refer to “fax.”) Well, it’s now time for me to address another such cataclysmic issue. I’ve never been crazy about the phrase “personal delivery.” … Read More
In this post at Adam Smith, Esq., Bruce MacEwen—I assume it’s Bruce—riffs on a couple of articles in the U.K. periodical Law Week, this one asking “Does the global law model help or hinder the top-level adviser?” and this one asking “Do big personalities exist at law firms?” These articles, and Bruce’s piece, consider the notion that law firms are limiting their recruitment … Read More
West and I have set the 2011 dates for my “Drafting Clearer Contracts” seminars: March 10: Philadephia, PA April 6: Tampa, FL (new location) May 4: Chicago, IL June 9: Morristown, NJ (new location) September 15: Boston, MA October 12: Minneapolis, MN October 25: Washington, D.C. November 2: New York, NY December [6, 7, or 8: TBD]: Santa Clara, CA … Read More
I’ll be doing my “Drafting Clearer Contracts” seminar for Osgoode Professional Development in Ottawa on Monday, March 7, 2011 and in Toronto on Wednesday, May 11, 2011. Go here for more information. This will be my second time in Ottawa. As for Toronto, for a while now I’ve been doing two sold-out seminars a year, with around eighty people in … Read More
A standard element of confidentiality agreements is exclusions from the definition of “Confidential Information.” They’re sufficiently inevitable that longtime reader Michael Fleming refers to them as “The Four Romanettes®.” I’ve been mulling over one of them, the exclusion for information that becomes public. Actually, that’s just one way of phrasing it. Here’s a range of alternatives: information that is or becomes … Read More
