I recently found myself once more poking around the entrails of confidentiality agreements. The issue related to one of the core obligations, namely the obligation not to disclose confidential information. (The other is the obligation not to use confidential information except as specified.) The rest of this post is on the LegalSifter blog, here.
Dual Verb Structures: “May But Is Not Required To”
In my new-found zeal for dual verb structures, I’ve written about the following examples shall not be entitled to and shall not shall grant and hereby grants has granted and hereby grants be and hereby is Each of those examples features two inconsistent verb structures ostensibly working together. I now offer you two verb structures […]
Dual Verb Structures: “Be and Hereby Is”
In the impeachment proceedings before the U.S. Senate yesterday, Chief Justice Roberts announced that Trump “be, and he is hereby, acquitted.” BREAKING: Chief Justice John Roberts: "It is therefore ordered and adjudged that the said Donald John Trump be, and he is hereby, acquitted of the charges in said articles." https://t.co/cKgbkhVYFL pic.twitter.com/CSkOR6tJzI — Evan McMurry […]
More Syntactic Ambiguity and Comma Confusion: Glasser v. Hilton Grand Vacations Co., LLC
In this November 2019 post I wrote about Princeton Excess & Surplus Lines Insurance Co. v. Hub City Enterprises, Inc., a court opinion from the U.S. District Court for the Middle District of Florida in which a judge demonstrated catastrophic misunderstanding of how the English language works. In an update to that post earlier this […]
Don’t Give Multiple Persons a Singular Collective Defined Term
Today I noticed this tweet: VCs: "don't you dare send an NDA before meeting with us or you're a joke. ideas are worthless." Also VCs: "welcome to our office please use this nice iPad to sign a one-way NDA. our ideas are worth everything." pic.twitter.com/U8kxkTNcRM — Jonathon Barkl (@jonathonbarkl) January 29, 2020 As a fan […]
Register for My London “Drafting Clearer Contracts” Seminar; Save the Date for Mumbai, Kuala Lumpur, Singapore, Tokyo, Toronto, and Seoul
Get all the details here. I expect to put registration links up in the next couple of weeks.
Registration Links Now Up for 2020 “Drafting Clearer Contracts” Seminars in Chicago, Boston, New York, and San Francisco
Go here for links to full details of my 2020 “Drafting Clearer Contracts” seminars in the United States. By the way, are you disappointed that I won’t be doing a seminar in your city? If you get informal commitments from, say, 15 people willing to attend a seminar in your city, I reckon I could […]
“Effluxion of Time”
I was frittering time away on Twitter last night, when out of the blue this tweet from @IPDpdraughts came my way: Last week I saw an “affluxion of time” in a contract. — Mark Anderson (@IPDraughts) January 27, 2020 “Affluxion of time”? Some rooting around showed me that affluxion of time does indeed exist, although with […]
Williams-Sonoma Stores, Inc. v. DDK/WE Hospitality Partners, LLC: With Contract Verb Structures, One Misstep Can Lead to Disaster
From this Reed & Smith analysis I learned of a dispute before the Delaware Chancery Court, Williams-Sonoma Stores, Inc. v. DDK/WE Hospitality Partners, LLC. It demonstrates that with contract verb structures, you can be right, but not right enough. I’ve thought long and hard about the issues underlying this dispute, so let me walk you […]
It’s Meaningless. Leave It In or Take It Out?
Today @solirvine tweeted this in my direction: Related: in your extensive corpus, have you ever addressed the dynamic of “it's meaningless/unimportant, so just leave it in” versus “it's meaningless/unimportant, so let's take it out”? That’s a conversation I have at least once per transaction. — Sol Irvine (@solirvine) January 22, 2020 Absent other considerations, you […]