The November 6, 2006, issue of the National Law Journal contains my article on pre-closing knowledge of inaccurate representations. Go here for a copy. I apologize for the small print. I had given it the title “M&A Contracts: Addressing Pre-closing Knowledge of Inaccurate Representations,” but of course that wasn’t catchy enough for the editorial staff, who unbeknownst to me rechristened … Read More
In a press release issued today, Payne Consulting Group announced that it has supplemented its Numbering Assistant® software to incorporate the enumeration schemes recommended in A Manual of Style for Contract Drafting. (Go here for a copy of the press release.) I’ve finally updated the “Software” page of this site to reflect this arrangement. In particular, it includes a link … Read More
In a recent post on one space versus two, I cited The Complete Manual of Typography, by James Felici. Since then, I’ve continued reading this book, and I found very interesting what it had to say about the typeface Times New Roman: The most popularly used text faces today are Monotype’s Times New Roman and Linotype’s version of it, Times … Read More
I’ve been working on my preferred wording for recurring components of M&A contracts, such as the conditions to closing. This task has forced me to decide what terminology I wish to use in connection with obligations. “Obligation” Versus “Covenant” Let’s start with the word obligation itself. Why not use covenant instead? Black’s Law Dictionary defines obligation as follows: “A formal, … Read More
Earlier this week, during a marathon session of grading law-school assignments, my thoughts turned to words that, as a general matter, have no place in a contract. I have in mind humble words that are commonplace in narrative writing but strike a discordant note in contracts. Here are a few: Also; In Addition The relationship between any two items in … Read More
[Updated January 12, 2015, to integrate what had previously been bracketed updates.] In A Manual of Style for Contract Drafting 12.21, I recommend that you use only one space, rather than two, after punctuation, whether it separates two sentences (periods, question marks, exclamation marks) or parts of a sentence (colons). I’m hardly alone in this. The Chicago Manual of Style … Read More
In August I posted this item about the dispute between Rogers Communications Inc. and Aliant Inc. (now Bell Aliant Regional Communications) regarding the role of a comma in a contract provision. I know that this dispute has received a lot of attention, but I was nevertheless surprised to see an article about it in today’s New York Times. (Click here … Read More
In my recent post on hold harmless I quoted the Black’s Law Dictionary definition of indemnify: “1. To reimburse (another) for a loss suffered because of a third party’s or one’s own act or default. 2. To promise to reimburse (another) for such a loss. 3. To give (another) security against such a loss.”) This definition reminded me of an … Read More
Osgoode Hall Law School’s Professional Development Program told me yesterday that they’re no longer accepting registrations for my November 6–7 drafting workshop in Toronto—it’s sold out! They are, however, starting to accept registrations for the next one, which will be on April 30–May 1, 2007. There are still openings for my seminars in Geneva, Switzerland. Geneva is, to say the … Read More
[Update: For my more recent take on this issue, see this 2012 post.] At a seminar I gave last week, I suggested that hold harmless and indemnify are essentially synonyms. Some participants were skeptical, so I thought I’d better research the issue. Black’s Law Dictionary supports my view. It defines hold harmless as follows: “To absolve (another party) from any … Read More
