In this post a couple of weeks ago, I belatedly introduced the topic of dual verb structures. Here’s another dual verb structure: shall grant/assign and hereby grants/assigns (and variants). It appears in provisions relating to intellectual property: Upon the completion of such transfer, Xenon shall, and hereby does, assign to Neurocrine all such Regulatory Materials … Effective on the Collaboration … Read More
An anonymous informant—oh what the heck, it was Glenn West—told me that in Channel MedSystems, Inc. v. Boston Scientific Corporation (here), an opinion issued just yesterday by the Delaware Court of Chancery, Chancellor Bouchard cites A Manual of Style for Contract Drafting. More specifically, here’s footnote 236: The parties frame their arguments in terms of “breaches” of representations. The court … Read More
While I was planning for my recent trip to Geneva, I found myself exchanging emails with Jacques de Werra, professor of contract law and intellectual property law at the Law School of the University of Geneva. Jacques recently published in Jusletter his article Swiss Commercial Contracts: Review of Recent Case Law. I was uncertain how relevant I’d find it. In … Read More
Be on the lookout for the redundant only in language of obligation. Consider this: The Tenant may move furniture, fixtures, and equipment into and out of the Premises [only] during nonbusiness hours unless Landlord gives approval otherwise. [Prompted by D.C.’s comment I moved only, but that’s unrelated to the topic of this post.] Omitting only could result in confusion, because … Read More
I cast my lot with Delta Airlines in 2007. I much preferred their livery to that of American Airlines—we sometimes make for the slightest of reasons what turn out to be nontrivial decisions. A couple of years ago I became a Delta Million Miler. And in 2020 I’ll add another year to my streak of being a Diamond Medallion member—the … Read More
Warning! This post is for seminar aficionados only. It contains minimal cultural insight and nothing on contract drafting. Instead, this post celebrates my 14 November 2019 “Drafting Clearer Contracts” seminar in Seoul. Out of the hundreds of seminars I’ve done over the past 14 years, it was the spiffiest. How so? For one thing, it was held at the Grand … Read More
This is where I’ll be doing public “Drafting Clearer Contracts” seminars in the United States in 2020: Chicago, March 12, 2020 Boston, May 7, 2020 New York, September 24, 2020 San Francisco, Dec 3, 2020 I’ll put registration information up once it’s available. Four locations is the fewest since, well, forever. I’m disappointed that Texas is again missing, and Seattle … Read More
At noon Eastern time on Monday, 9 December 2019, I’m doing a free webinar for Law Insider on “Contract Review Strategies and Best Practices.” Everyone is welcome. Go here to register. We’ll be discussing what’s involved in reviewing contracts to avoid confusion and to make sure the deal addresses your interests. As part of that, we’ll consider how automation in … Read More
[Updated 8 Dec. 2021: Ignore this post! I got it wrong! I misunderstood the function of not be entitled to. It would make sense to delete this post, but instead I’ll keep it here as a monument to my frailty. Or something.] Let’s talk dual verb structures. I’ve written about them previously. For example, see this 2007 post about be … Read More
Here are two autonomous definitions: “Salvage” is cargo which has been damaged, alleged to be damaged, refused or undeliverable that has been sold, disposed of or turned over to a competent salvage agent for selling after proper On–Hand notice has been given. “Confidential Information” is any information that … Both use is as the definitional verb. That’s unorthodox. That’s … Read More
