Here’s the approach that’s reflected in MSCD: If you could accomplish any given drafting goal in a number of different ways, consistency and efficiency would be enhanced if you, and everyone else, were to choose, and stick with, just one of the ways. And if you look closely, more often than not one of the different ways will prove to … Read More
In this October 2008 blog post I said that together with is usually a roundabout way of saying, depending on the circumstances, and or with or plus. Well, it just crossed my mind that a related usage is as well as—you should be able to use and instead. Often together with and as well as contribute to a long-winded recitation … Read More
The following is from reader Tom Hertz: Based on MSCD, I gather that you’d say that parties enter into an agreement, rather than simply enter it. (See, for example, MSCD 2.21 and 8.18.) The former usage is certainly common and, just as certainly, redundant. Why not use just enter? Prepositions have a way of glomming on to verbs, turning them … Read More
I received the following inquiry from Sarita Nair of the New Mexico law firm Sutin, Thayer & Browne: I am struggling to find a concise way to limit an obligation to delete electronic records. As you know, many contracts and letters of intent contain an obligation to destroy documents if a commercial relationship ends. In recent years, it has become … Read More
I used to be reticent about asking for feedback after giving an in-house seminar—heaven forbid that I should be a nuisance! But I now make a point of asking for such feedback. I’m acutely aware that my seminars are a mixture of bad news (Everything you know is wrong!) and good news (Here’s how to fix it!), and so it’s … Read More
David Miller is general counsel of Rogers Communications, the Canadian communications company. I met him in 2007 when, shortly after helping them out in the Canadian comma dispute, I was invited to give a day-long seminar at Rogers. That seminar contributed to my love affair with Canada, as David attended the entire seminar. From start to finish. Unheard of! Rather … Read More
In this December 2007 post I wrote about the Delaware Chancery Court opinion in the litigation between United Rentals Inc. and two Cerberus Partners acquisition vehicles. But I wasn’t so much interested in the opinion as in what had caused the confusion and how it could have been avoided, so I didn’t even mention the principle that the court invoked, … Read More
One of the more useful perks of being a member of the American Bar Association is that you get access to the “Deal Points Studies” prepared by the Section of Business Law’s Committee on Mergers and Acquisitions. There are various Deal Points Studies; I’ve recently consulted the 2008 Strategic Buyer/Public Target M&A Deal Points Study and the 2007 Private Target … Read More
The first few months after the ABA publishes a book, you can purchase it only through them. Thereafter, they start to distribute it through the usual online sellers. Consistent with that, the second edition of A Manual of Style for Contract Drafting is now available on Amazon; click here to go to the Amazon page for MSCD. Of course, given … Read More
Longtime reader Michael Fleming sent me the following cry of pain: Below is a little taste of a markup I received from the other side of a deal I’m working on: MASTER SERVICES AGREEMENT This Mmaster Sservices Aagreement (“Agreement”) is dated ________, 20__ (the “Effective Date”) and is between FLEMING’S CLIENT, INC., a Minnesota corporation (“Client”), and IDIOTIC LARGE COMPANY, … Read More
