I sporadically write about contract instances of lexical ambiguity, which arises when context is insufficient to allow one to determine the sense of a word that has more than one meaning. (See MSCD 6.5 and these three blog posts.) Well, here’s another one for you fans of lexical ambiguity: in this item over at Legal Blog Watch, Bruce Carton describes … Read More
I recently received the following message from a longtime reader: When you eventually revise MCSD to its third edition, could you consider adding an appendix that talks about redlining protocol? Here’s what routinely happens to me: I send the other side a draft marked using Microsoft Word’s “track changes” feature. Using that feature, they accept some of my changes, reject … Read More
In a phone call with a law-firm M&A partner today, I was reminded that sometimes M&A contracts reflect a deferred closing even though the parties actually do a simultanous signing and closing. If the signing and closing are simultaneous, the contract would usually contain deal provisions, representations, indemnification provisions (unless the target is public), and boilerplate, as well as any post-closing … Read More
A reader asked me what books I could recommend. More specifically, he asked as follows: Say I wanted one book that would give a good treatment of comparative foreign law (French, UK, Belgian, etc), with key discussion on contract remedies available, what would you go with? I haven’t yet had occasion to consult such a book. If you can recommend … Read More
A reader recently asked as follows: If someone is signing a contract on behalf of more than one party, and that person serves each party in the same capacity, would it be OK to use just one signature block, as in the following example? ACME HOLDINGS, LLC ACME ACQUISITIONS, LLC ACME INVESTMENTS, LLC By: ______________________ Richard Roe President … Read More
What happens if a contract says that someone is personally liable for an obligation, but that person signs the contract not in their individual capacity, but as an officer of a limited liability company? In this newsletter article, Doug Batey of Stoel Rives considers a recent Washington Court of Appeals opinion that addressed exactly that issue. Here, from Doug’s article, are … Read More
I recently received the following inquiry: I was wondering if you could clarify a point for me and my boss. It has been my understanding that when defining terms in an agreement, it is standard to use the word “together” when referring to two entities only, and to use the word “collectively” when referring to three or more entities. When I recently … Read More
Over the years I’ve written about materiality a number of times. The discussion in MSCD represents my most recent take, but I’m revisiting the subject for purposes of my forthcoming booklet on the structure of M&A contracts. While finalizing the booklet—a task that has taken me away from blogging—I’ve found myself considering an issue that I haven’t previously addressed head-on. Below is … Read More
I don’t exchange drafts with people on the other side of a transaction, so generally I don’t have to worry about metadata. But if unlike me you actually do deals, you should be attuned to the risks of metadata and how to stay out of trouble. So you might want to read a new article on the subject by law-technology … Read More
Under the auspices of my Canada partner Osgoode Professional Development, I’ve done public seminars not only in Toronto but also Vancouver, Calgary, and Ottawa. Next up is Halifax on September 22, with another in Toronto on November 3; for more information, click here. And the plan is to go to Montreal for the first time in early 2011. I suspect … Read More
