The concluding clause often says that the people signing the contract have been “duly authorized.” This is what MSCD says about that: The body of the contract is a more sensible place than the concluding clause for statements of fact regarding authorization. But more generally, if you’re concerned whether the individual signing for the other party is authorized, having the … Read More
Behold this random EDGAR fragment: The Participants shall procure that their representatives shall comply with all safety procedures notified to the Participants by the Operator which are implemented from time to time by the Operator whilst at the relevant location of Joint Operations. Yes, of course it’s crappy. But it’s English crappy! The “whilst” is a giveaway. But that’s not … Read More
Above is my first graph in Word, and it sure looks like it. But rather than spend any more time fiddling with it, I’m going with it as is: it’s adequate to make my simple point. It’s not the case that contract value and contract complexity both start at zero and increase proportionately. Instead, contracts want to default to a … Read More
You’re drafting a contract, as you’re in the habit of doing. You include a waiver of jury trial, for whatever reason. And you make California law the governing law. Or maybe Georgia law. Well, for purposes of trials in state court, courts in California and Georgia have held that pre-litigation waivers of jury trial are unenforceable. See Grafton Partners, L.P. … Read More
Over dinner recently, a transactional lawyer told me he makes a point of including a duck in each draft he sends to the other side. But he didn’t actually use the word “duck.” That’s my word, thanks to the great Alex Hamilton, who pointed me to this post on the Coding Horror blog, which includes the following definition of duck: … Read More
ContractsProf Blog has an interesting post by Stacey Lantagne (aka @StaceyLantagne) about a court case involving the phrase for a period of not less than X years. Here’s Stacey: The dispute concerned a noncompete between a dance studio and Marik, one of its employees. The covenant not to compete stated that Marik wouldn’t engage in any similar business “for a … Read More
Thanks to Glenn West, I learned about the recent opinion of the Texas Supreme Court in Burlington Resources Oil & Gas Co. LP v. Texas Crude Energy, LLC (PDF here). The fight was over a technical oil-and-gas issue that’s way above my pay grade. Both parties claimed the language was unambiguous and each offered a vastly different interpretation. The court … Read More
I’m pleased that on Monday, 4 November 2019, I’ll once more be doing a “Drafting Clearer Contracts” seminar in London, hosted by UCL Faculty of Laws. For more information, go here. And go here for feedback from participants at the 2014 seminar. While I’m at it, here’s a grab-bag of stuff with an English nexus: Go here for the Law Society … Read More
After almost a year working on the factory floor at LegalSifter, it has become clear to me that contract review and contract drafting are closely allied functions. … This post is on LegalSifter’s blog. To read the rest of it, go here.
Via Dave Hoffman (aka @HoffProf) I learned of this post by Matthew Stiegler (aka @CA3blog). It involves and and or, so you know it’s headache-inducing. I won’t attempt to set the scene. Instead, let’s cut to the chase. Matthew’s post involves the Third Circuit’s recent decision in Sköld v. Galderma Labs. Here’s the court quoting the contract provision at issue: The … Read More
