Use stipulates that in a contract? No thanks. Sometimes it’s used in language of declaration, instead of acknowledges: Borrower acknowledges and stipulates that the Loan Agreement and the other Loan Documents executed by Borrower are legal, valid and binding obligations of Borrower that are enforceable against Borrower in accordance with the terms thereof … . In addition, Executive stipulates acknowledges that … Read More
All my blather wouldn’t signify much without people willing to make use of my recommendations. One such person is Kevin Heaney, partner in the Billings, Montana, commercial department of the law firm Crowley Fleck PLLP. That’s him to the right. Kevin attended one of my “Drafting Clearer Contracts” seminars, and he’s made no secret of the fact that he finds my stuff … Read More
Earlier this week I did the following tweet: Hey IP people. Just saw this: "… all right, title and interest throughout the world in and to all such Intellectual Property rights shall vest solely in such Service Provider …." Aside from the other clutter, why "vest"? Why not just "the Service Provider will own all"? — Ken Adams (@AdamsDrafting) December … Read More
Yesterday I saw the following tweet by Abigail Pathoff (aka @APathoff), legal-writing professor at Chapman University Fowler School of Law: @WisconsinLaw prof Andrew Turner: Sure You Can! Teaching a 2L/3L Transactional Drafting Course without Experience as a Transactional Lawyer. pic.twitter.com/UYi9qT6HLL — Abigail Patthoff (@APatthoff) November 30, 2018 Do you need transactional experience to teach contract drafting? I’ll start by acknowledging that … Read More
As Alec Baldwin didn’t say, A. B. L. Always be learning. I’ve spent much of the past couple of weeks working on a law-review article. In the course of that work, I’ve learned something new about four different topics: The sorites paradox. It’s invaluable for putting vagueness in context. For more, go to Wikipedia and the Stanford Encyclopedia of Philosophy. … Read More
[Updated 6 February 2022: This post has been rendered obsolete by today’s post on my blog, here.] This week Mark Anderson reminded us of this 2012 IPDraughts post. I’m pleased he did so, because it caused me to consider some unhelpful English terminology. I’ll let you read Mark’s post for the background. The gist of it was that in a … Read More
I recently mentioned in this post that my works were cited liberally in the Delaware Chancery Court’s high-profile opinion in Akorn, Inc. v. Fresenius Kabi AG (PDF here). I’ve now had occasion to look through the opinion; here are some thoughts. They reflect my interests: you can find no end of commentary if instead you’re interested in the broader implications of … Read More
In this recent post (now extensively revised) I consider two standard exceptions to the definition of Confidential Information and propose what I’d do instead. Now we’ll look at another exception, the one relating to public information. With this exception, the question is how exactly to phrase it. The Kind of Information Let’s look at the different components of the exception, starting … Read More
Ah, you never know what you’re going to dredge up from the murky depths of Edgar! As regular readers will know, two recommendations I make in MSCD tend to cause brains to implode. One of those recommendations is that you dispense with using this agreement as a defined term. (The other recommendation is that you use states instead of represents and … Read More
[Substantially revised 29 October 2018] I’ve had occasion to revisit something I explored a while ago. Here’s a relatively standard set of exceptions to the definition of Confidential Information, with my shorthand term for each exception noted in brackets: at the time of disclosure is, or thereafter becomes, generally available to and known by the public other than as a … Read More
