[Updated April 17, 2013: For my more recent take on this, see this July 2012 post.] In MSCD 12.134 and in these blog posts, I recommend that you rid your contracts of the phrase indemnify and hold harmless. Most lawyers unthinkingly use indemnify and hold harmless as synonyms. And I’ve found that lawyers who instead think those concepts can be … Read More
It’s commonplace for performance to begin before a contract has been signed, with the contract being signed once all necessary approvals have been secured. MSCD 1.32 recommends that in such contexts, you put in the introductory clause the date the contract is signed, rather than the date performance began. (That assumes you’re using a date in the introductory clause rather … Read More
Here’s what I understand of the practice of having those signing a contract also initial each page of the contract: It’s commonplace in wills, apparently as a check against substitution of pages. It’s required by statute in the case of some contracts. For example, under Ohio Revised Code 1349.55, each page of a contract providing for a non-recourse civil litigation … Read More
While in Toronto last week I couldn’t help but admire, from the standpoint of graphic design and engaged municipal government, the timely yellow-and-white notice about handwashing that was posted in all restrooms. But those who attend my seminars will be aware that the one subject that has had me in a cold sweat more than any other is the ambiguity associated with … Read More
At my Osgoode Professional Development workshop in Toronto last week, a participant helpfully mentioned a recent English case in which the court held that transferring the signature on an incomplete draft deed or contract to a final version wouldn’t be effective if the changes made were so significant that the final version was arguably a different document. The following is … Read More
While researching the implications of the word deed (see today’s blog post on deed), I encountered a contract with the following concluding clause: THIS AGREEMENT has been duly executed as a Deed on the date stated at the beginning of this Agreement. The phrase executed as a deed also occurs in signature blocks. A variant is signed as a deed. … Read More
MSCD 12.148 and this May 2007 blog post consider the word indenture. Well, here’s another word for a particular kind of contract: deed. Black’s Law Dictionary defines deed as “A written instrument by which land is conveyed” and “At common law, any written instrument that is signed, sealed, and delivered and that conveys some interest in property.” There are many … Read More
My thoughts are turning to my fall 2009 contract-drafting course at the University of Pennsylvania Law School. It’s time for me to start looking again for a company interested in taking part in a contract-redrafting project with my class. As previously, I’ll select one contract out of those submitted. The deadline for submitting is June 15. In the fall my … Read More
I spent this morning in Toronto conducting a seminar at Rogers Communications, the Canadian communications company. David Miller, the general counsel of Rogers Communications, mentioned a requirement under Texas law that certain indemnification language be conspicuous. I’ve long been vaguely aware of that, so after the seminar I chased down further information. The gist of it is that Texas courts … Read More
What I do bears little relation to traditional law-school legal-writing programs, which teach writing for litigation—research memos, appellate briefs, and the like. Nevertheless, I had a look at the recent U.S. News rankings of legal-writing programs. (In addition to ranking U.S. law schools overall, U.S. News also ranks them for purposes of ten specialties, including legal writing.) What you notice … Read More
