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Lexical Ambiguity: What Does “Offshore” Mean?

Jones v. Francis Drilling Fluids, 2009 U.S. Dist. LEXIS 21388 (Mar. 17, 2008 S.D. Tex.), concerns a worker injured while working on a floating drill barge rig located in inland waters. He had been working for Francis Drilling, which had been working as a contractor for ADTI under a master services agreement (MSA). And ADTI had been providing turnkey drilling … Read More

Use of “Spouse” in Business Contracts

Reader Jonathan Handel—he of the Digital Media Law Blog—sent me the following interesting inquiry: I’m wondering if you have any thoughts in regards to a gay rights issue related to drafting various corporate documents. This question may be on the edge as to whether it’s a drafting issue or a substantive one, but I figured I’d ask your thoughts. In … Read More

Businesspeople as Drafters and Reviewers of Contracts

I recently leafed through Business Contracts: Turn Any Business Contract to Your Advantage (Entrepreneur Press 2007). The publisher was kind enough to send me a review copy. It’s by Laura Plimpton, a lawyer. As the title suggests, it aims to help businesspeople get to grips with contracts. In just under 200 pages, Plimpton discusses a broad range of contract issues. … Read More

Right and Wrong in Drafting Usages

Someone who does a lot of presentations to law firms recommended to me that when I field comments from the audience, I should avoid suggesting that I’m right and the speaker is wrong. I understand his point; after all, the customer is, in a larger sense, always right. But I find it hard to be too easygoing. Because contract language … Read More

Presenting Contract Text in Full and in Bullet Points

Longtime reader D.C. Toedt pointed out to me this post on The Consumerist. It applauds the terms of use of a company called Aviary, in that it offers, in bullet points set out to the right of the full version of the terms of use, a plain-English summary of the provisions. (Click here to go to Aviary’s terms of use.) … Read More

“Latent Ambiguity” Is a Confusing Concept

This post isn’t intended for drafters so much as judges and litigators. In a recent bankruptcy case, In re IdleAire Technologies Corp., 2009 Bankr. LEXIS 343 (Bankr. D. Del. Feb. 18, 2009), the court had the following to say about “latent ambiguity”: The plain language of an insurance policy, however, can also be ambiguous, even when there is only one … Read More

Verb Use in the Introductory Clause

Yesterday I got a call from a reader inquiring about verb use in my recommended form of introductory clause. I love that kind of inquiry. More specifically, he pointed to the introductory clause in MSCD sample 1. It begins as follows: This asset purchase agreement is dated May 3, 2008, and is between … He wondered whether it would be … Read More

Some MSCD Testimonials

I’ve belatedly updated the testimonials on the MSCD page of this site. To spare you having to click on the link, I’ve copied the testimonials below. I thank all those who were kind enough to provide testimonials. I have a particular soft spot for the one that potential MSCD readers are least likely to pay attention to, namely the one … Read More

“Best Efforts” Under Canadian Law

In connection with one of my Calgary seminars, someone suggest that my treatment of best efforts doesn’t apply in Canada. I thought I should address that, because if my analysis doesn’t work for Canada, it doesn’t work anywhere. Chapter 7 of MSCD contains my analysis of efforts provisions, and I’ve also done a good number of blog posts on the … Read More