Blog

How Even the Humblest of Drafting Glitches Can Spur Litigation

Today’s case is Mary J. Baker Revocable Trust v. Cenex Harvest States, Coops., Inc., 2007 MT 159 (Mont. 2007). (Click here for a copy.) In order to build a crude-oil pipeline in Montana, Cenex acquired easements from landowners by entering into right-of-way agreements with them. The agreements contained the following provision: [Grantors] do hereby grant, sell and convey unto [Cenex] … Read More

Reminder—New York, Seattle, and Boston Seminars

The “Contract Drafting—Language and Layout” summer tour continues! Next up is Jones Beach New York on Wednesday, July 18th, Seattle on Wednesday, July 25th, and Boston on Thursday, August 2nd. For more information, go to the “Public Seminars” page of my website. So far I’ve done L.A., Dallas, and Chicago. Interestingly enough, the dynamic has been slightly different in each … Read More

“Effective Date”

It’s commonplace to refer in a contract to effectiveness of something or other—a merger, perhaps, or a registration statement. That’s unobjectionable. But I’m dubious about using the defined term Effective Date in a contract to refer to effectiveness of that contract. This occurs in various ways. First, Effective Date is sometimes used to refer to the date stated in the … Read More

Revisiting the English Case on “Best Endeavours” and “Reasonable Endeavours”

I subscribe to the RSS feed of Mondaq.com, a repository of law-firm white papers, newsletters, whatever you want to call them. Occasionally something will show up that falls within my bailiwick, and last Friday I spotted a white paper issued by the English law firm Lawrence Graham LLP entitled “Drafting Contracts: How Useful Is the Boilerplate?” I set it aside … Read More

Having Parties Date Their Signatures—Seeking Comments on Draft Language

In this blog post, I described how in certain circumstances you might want to date a contract by having the parties date their signatures rather than by including a date in the introductory clause. I also mentioned how adopting that approach would require that you use a different concluding clause than the one you’d use if you were to state … Read More

Document Assembly—Q&A with Jamie Wodetzki, CEO of Exari

I’ve long been familiar with two big names in logic-driven document assembly, namely HotDocs, by LexisNexis, and DealBuilder, by Business Integrity. But over the past year I’ve increasingly heard another name mentioned, namely Exari. It’s the name of both a company and its product; the company is based in Australia. A few months ago I made the acquaintance of Andrew … Read More

Saying You Have a Deal Before the Contract Has Been Finalized

Eric Goldman—he of the Technology & Marketing Law Blog and Goldman’s Observations Blog—recently told me about an interesting case, EEOC v. Regal-Beloit Corporation, 2007 U.S. Dist. LEXIS 31818 (W.D. Wis. May 1, 2007). (Click here for a copy.) It relates to what can happen when you say to the other side in a transaction that you have a deal, subject … Read More

New NYLJ Article on “Wordsmithing”

Today’s issue of the New York Law Journal contains my article “Wordsmithing.” Click here for a pdf reprint; it’s also available on the GC New York website (free registration required). Regular readers of this blog will recognize the recent cases I refer to. And the article contains “before” and “after” versions of a contract extract. For a more extensively annotated … Read More

Document Assembly—Q&A with Laura N. Williams, General Counsel and Director of Legal Professional Services, Ixio Corporation

One unfortunate aspect of my life as a drafting ronin is that my workload is so utterly varied and unpredictable that I’m not able to use most of the information-technology tools that promise to brighten the life of the contract drafter. I’ve remained outside the candy store, with my nose pressed against the window. In particular, I’ve long admired from … Read More

Two Aspects of “May”—A Case Study in Interpreting Contract Language

The other day, a reader of this blog—I’ll call him John—contacted me about a problematic bit of contract language. (I’ll refer to it as “John’s language,” although he didn’t draft it.) To him, it was something of a mysterious nuisance, but when I read it, my heart went pitter-patter, in that I saw that it would give me the opportunity … Read More