Remember my post about abrogate? Well, now we have the second in my 46-post –gate series, derogate! (I’m joking—I hadn’t planned to explore two –gate words in quick succession. But as we’ll see, the two words are linked.) Derogate has two meanings. When used as a transitive verb (in other words, if it makes sense […]
The Delaware Chancery Court Cites Yours Truly
The Delaware Chancery Court recently issued Vice Chancellor Laster’s opinion in Akorn, Inc. v. Fresenius Kabi AG, C.A. No. 2018-0300-JTL (Del. Ch. 1 Oct. 2018) (PDF here). You can find plenty of information about this case elsewhere, including in this item on Reuters. It will take some time to unpack what this opinion means for contract […]
Revisiting “For Clarity” and “For the Avoidance of Doubt”
Last week I noticed this item on the website of the Licensing Executives Society (U.S.A. and Canada). Entitled Clarifying Provisions Avoid Ambiguity in Patent License Agreement, it discusses contract provisions at issue in the opinion of the Delaware U.S. District Court in TQ Delta, LLC v. Adtran, Inc. (PDF here). (The court subsequently reconsidered its opinion, but not in […]
Feedback from My Recent Boston “Drafting Clearer Contracts” Seminar
It’s been a while since I put online any feedback from one of my “Drafting Clearer Contracts” seminars. That’s due to a practical complacency. The seminar world is a ruthless one: if you don’t cut it, you’re gone. If I’ve had the privilege of doing, oh, around 250 seminars worldwide over the past dozen years, […]
Save the Date: 2019 U.S. “Drafting Clearer Contracts” Seminars
Drawing on all Thomson Reuters’ big-data and artificial-intelligence resources (not really), we’ve decided on these cities and these dates (each of them falling on a Thursday) for my 2019 public “Drafting Clearer Contracts” seminars in the United States: Nashville, TN, 14 March Hoboken, NJ, 4 April Chicago, IL, 2 May Boston, MA, 19 September Seattle, […]
I Embrace the Nerdiness So You Don’t Have To
I might have sent a misleading signal with my recent post about the subjunctive mood in contracts (here). I’m not suggesting that you all need to start worrying about the subjunctive, in addition to everything else. It’s simply an issue that crossed my mind, so I spent a few minutes thinking about it and doing […]
Two Issues Relating to Contract Obligations to Comply with the Law
Behold the following tweets, one by me considering the difference between saying comply with the law and comply with all laws, not to mention comply with all applicable laws, and an unexpected reply from Jason Morris, aka @RoundTableLaw: I don't understand how, if contracts to violate the law are invalid, this says anything at all. […]
The Subjunctive? In Contracts?
Consider the following: If the Borrower [be] [is] in default, … It is a condition to closing that the Buyer [have] [has] received an opinion of Acme’s counsel … . If Acme requires that Widgetco [pay] [pays] the purchase price in zlotys … The Company recommends that the Employee [retain] [retains] a lawyer … In each example, […]
MSCD Fourth Edition Reviewed in the Law Society Gazette
The current issue of the Law Society Gazette (published by the Law Society of England and Wales) contains a review of the fourth edition of A Manual of Style for Contract Drafting (here). It’s by Daphne Perry. You might recall that earlier this year Practical Law Company recorded a video of me chatting with Daphne […]
Free Hour-Long Event in Singapore on 9 October 2018: “Master Drafting Skills in the Age of Technology”
On 10 October I’ll be giving a public “Drafting Clearer Contracts” seminar in Singapore (here). But I’m delighted that the day before, on 9 October, from 15.00 to 16.00, I’ll be doing an hour-long event sponsored by Thomson Reuters. It will consist of a conversation on the theme “Master Drafting Skills in the Age of […]