We all like buzzwords, but in this post I return to a concept that might elicit not buzz but chirping crickets: document assembly. Yes, document assembly has been around for a while, and many don’t find it particularly exciting, but document assembly is the only way to scale up quality contract content, so it has always had my attention. Perhaps … Read More
In this post from last November, I suggested that the glory days of this blog are over. That might have been a bit premature. In that post, I said that my focus will be building contracts that comply with my guidelines. I now realize—duh—that that will involve wrestling with all sorts of substantive issues. For an example of that, consider this … Read More
I noticed this article by Adrian D. Jakibchuk of the Toronto law firm Cassels Brock. It’s about the decision by Madam Justice Michelle O’Bonsawin of the Ontario Superior Court of Justice in Bergeron v. Movati Athletic (Group) Inc., 2018 ONSC 885. I’ll explain why I think it was mistaken. Bergeron was a short-term employee of a Movati Athletic (Group) Inc. (Movati). Their … Read More
From reader Zack Miller, of Sacramento, California: What are your thoughts on organizing credit agreements based on affirmative and negative covenants? (i.e., an article devoted to affirmative covenants and an article devoted to negative covenants). It makes sense to a lawyer, but is it really the best way to organize the various promises in a contract? Let’s start by considering … Read More
Consider this scenario: Acme is contemplating entering into a confidentiality agreement with Widgetco under which Acme would provide confidential information to Widgetco. But Acme is concerned that Widgetco might be acquired by a competitor of Acme, resulting in Acme’s valuable confidential information getting into the competitor’s hands. What can Acme include in the confidentiality agreement to address that concern? Termination … Read More
In the wee hours I saw this post on LinkedIn by Olly Buxton, in which he says, “This from someone who has obtained a professional qualification dedicated to the clear, logical and precise use of the English Language.” By “This,” Olly is referring to the text in the following image: This sentence is, um, deeply problematic on several levels. Although … Read More
In this post at ContractsProf Blog, Stacey Lantagne writes about Northglenn Gunther Toody’s, LLC v. HQ8-10410-10450 MELODY LANE, LLC, No. 16-CV-2427-WJM-KLM, 2018 WL 1762611, at *2 (D. Colo. Apr. 12, 2018) (PDF here). Here’s my take on this dispute. The Opinion The plaintiff operated Gunther Toody’s, a 1950s-style restaurant in a mall. According to the court, the lease “prohibits the … Read More
Behold the following video clip of U.S. Senator John Neely Kennedy giving Mark Zuckerberg of Facebook a piece of his mind: https://www.youtube.com/watch?v=bBevsgSn65A More specifically, he says, “Your user agreement sucks. … I’m going to suggest to you that you go back home and rewrite it. And tell your $1,200-an-hour lawyers—no disrespect, they’re good—but tell them you want it written in … Read More
From 22 April to 25 April I’ll be in Las Vegas. No, I won’t be desultorily pulling at the handle of a slot machine. Instead, I’ll be with the LegalSifter team at the 2018 CLOC Institute. CLOC stands for Corporate Legal Operations Consortium. I’ve not attended a CLOC event, but I’m looking forward to it: I expect that legal-operations personnel … Read More
Today I received the following email from a reader: I have been reading your post from July 2012 (Revisiting “Indemnify”).” There seems to be an important distinction between “indemnify” and “hold-harmless” that seems to be getting overlooked (or I missed something in my brief reading). According to Black’s Law Dictionary “hold-harmless” means “to absolve (another party) from any responsibility for … Read More
