Reader Macy Shubak recently asked me the following question: How do you feel about using “books and records” as in “Investor may inspect the Company’s books and records”? I think one or the other of the words can be deleted. It would be better to delete “books,” since “records” is broader. “Records” includes physical and electronic records, whereas “books” sounds like hard … Read More
A crucial part of drafting any contract is making sure that you’ve worked through the “what ifs”—that you’ve addressed all conceivable scenarios and that nothing has fallen through the cracks. When you’re dealing with a complex transaction, accomplishing that requires specialized expertise and sufficient time and patience to wrestle with lengthy and and intricate documentation. It’s easy to overlook something … Read More
When it comes to contract drafting, change is tough. For one thing, it’s precedent-driven. And it’s a team sport—instead of being able to draft in splendid isolation, you may well have to take into account the preferences of others on your side of the transaction, not to mention the preferences of those on the other side. And in the fast-paced … Read More
In the article on arbitration versus litigation that I mentioned in this post, a couple of the litigators interviewed noted wistfully that they’re almost never consulted about what dispute-resolution provisions to include in a given contract. That raises a general question: Do you ever consult litigators when drafting? Do you think it adds value to do so? It would seem … Read More
If you’re a fan of the litigation-versus-arbitration debate, you’ll find of interest this article on law.com. It’s from the Legal Intelligencer, and it’s by Gina Passarella. The title says it all: “Litigators Losing Love of Arbitration Argue for Trials.” But what caught my eye was the suggestions made by those interviewed for the article regarding how you can attempt to limit … Read More
In recent days there’s been plenty of chatter about this post on Balkinization by Jason Mazzone, a professor at Brooklyn Law School. Here’s the meat of what he proposes: As far as I can tell, no law school in the United States co-exists in a university along with an academic law department. If a university has a law school, every professor … Read More
The word mandatory can come in handy in contracts, for example in the defined term Mandatory Conversion, as distinguished from Voluntary Conversion. But it can also be surplussage, in that if something is stated as an obligation, then necessarily it’s mandatory. That’s why I think mandatory can be omitted from the following examples: The parties agree that all claims, disputes … Read More
You’ve presumably seen this blog post announcing Koncision Contract Automation. I could have waited until Koncision CA was ready for launch before announcing, but I have two reasons for announcing now. One, I want to have the benefit of input from potential users. And two, I want to recruit two editorial boards; that’s what I want to consider now. To … Read More
In the coming months we’ll be establishing the framework and policies of Koncision Contract Automation. The document-assembly engine that will power it, ContractExpress, operates as you’d expect: users answer a questionnaire, and based on the answers provided the system then compiles and adjusts the preloaded contract language. But beyond that, there’s plenty of room for enhancements. Here are some of … Read More
I’m pleased to announce that I’m partnering with Business Integrity, developer of ContractExpress document-assembly software, to develop Koncision Contract Automation, an online subscription-based service that will make available to lawyers document-assembly templates for business contracts. We’ll be launching our first product, a line of confidentiality agreement templates, in the first quarter of 2011. This development won’t come as a surprise … Read More
