Earlier this week I did the following tweet: Hey IP people. Just saw this: "… all right, title and interest throughout the world in and to all such Intellectual Property rights shall vest solely in such Service Provider …." Aside from the other clutter, why "vest"? Why not just "the Service Provider will own all"? […]
Do You Need Transactional Experience to Teach Contract Drafting?
Yesterday I saw the following tweet by Abigail Pathoff (aka @APathoff), legal-writing professor at Chapman University Fowler School of Law: @WisconsinLaw prof Andrew Turner: Sure You Can! Teaching a 2L/3L Transactional Drafting Course without Experience as a Transactional Lawyer. pic.twitter.com/UYi9qT6HLL — Abigail Patthoff (@APatthoff) November 30, 2018 Do you need transactional experience to teach contract drafting? […]
Always Be Learning
As Alec Baldwin didn’t say, A. B. L. Always be learning. I’ve spent much of the past couple of weeks working on a law-review article. In the course of that work, I’ve learned something new about four different topics: The sorites paradox. It’s invaluable for putting vagueness in context. For more, go to Wikipedia and […]
Promissory Conditions and Warranties: More Unhelpful English Terminology
This week Mark Anderson reminded us of this 2012 IPDraughts post. I’m pleased he did so, because it caused me to consider some unhelpful English terminology. I’ll let you read Mark’s post for the background. The gist of it was that in a dispute over an allegedly defective airplane, Bombardier sought to avoid application of […]
Some Thoughts on Akorn v. Fresenius
I recently mentioned in this post that my works were cited liberally in the Delaware Chancery Court’s high-profile opinion in Akorn, Inc. v. Fresenius Kabi AG (PDF here). I’ve now had occasion to look through the opinion; here are some thoughts. They reflect my interests: you can find no end of commentary if instead you’re interested […]
The Public-Information Exception to the Definition of Confidential Information
In this recent post (now extensively revised) I consider two standard exceptions to the definition of Confidential Information and propose what I’d do instead. Now we’ll look at another exception, the one relating to public information. With this exception, the question is how exactly to phrase it. The Kind of Information Let’s look at the different […]
This Is What Confusion Over “This Agreement” Looks Like
Ah, you never know what you’re going to dredge up from the murky depths of Edgar! As regular readers will know, two recommendations I make in MSCD tend to cause brains to implode. One of those recommendations is that you dispense with using this agreement as a defined term. (The other recommendation is that you use […]
Exploring Two Exceptions to the Definition of Confidential Information
[Substantially revised 29 October 2018] I’ve had occasion to revisit something I explored a while ago. Here’s a relatively standard set of exceptions to the definition of Confidential Information, with my shorthand term for each exception noted in brackets: at the time of disclosure is, or thereafter becomes, generally available to and known by the […]
When a Contract Is Between Fewer Than All Listed Parties
At one of my recent Asia seminars, someone asked me about the practice of making a contract between fewer than all the listed parties, presumably when some drop out. I haven’t encountered that. I would have thought you simply revise the contract to eliminate those who are dropping out, instead of manually striking their signature […]
Don’t Use “Party A” and “Party B” As Party-Name Defined Terms
Behold the following introductory clause: AMENDMENT, dated as of October 10, 2018, to the ISDA Master Agreement , dated as of July 12, 2017 (as amended, supplemented or otherwise modified from time to time, the “Agreement”), between JPMORGAN CHASE BANK, N.A. (“Party A”) and CAMBRIDGE MASTER FUND L.P. (“Party B”). Note the defined terms Party A […]