I’ve stated elsewhere (for example, in this 2014 article) the advantages of using shall to express an obligation imposed on the subject of a sentence, if the subject is a party to the contract. The primary advantage is that shall gives you an extra tool to work with. Instead of using will or must to express multiple meanings, you use … Read More
I’m pleased that I’ll be returning to Asia this fall, to do seminars in the following cities with three different partners: Jakarta, Indonesia, Tuesday, 19 September, with Thomson Reuters Singapore (information here; contact Julian Chiew at julian.chiew@thomsonreuters.com or +65 6870 3357) Manila, Philippines, Thursday, 21 September, with Thomson Reuters Singapore (information here; contact Julian Chiew at julian.chiew@thomsonreuters.com or +65 6870 3357) Seoul, South … Read More
Because my notion of a library of automated commercial contracts remains a distant prospect, what I have to offer in the way of contracts to copy is exceedingly limited. There is, of course, my automated confidentiality agreement. (See this post and this article on LinkedIn.) It remains way better than anything else out there. But I also have a separation … Read More
Have we had enough of syntactic ambiguity yet? Aside from my many posts about syntactic ambiguity over the years, recent weeks have brought us the Maine serial-comma case (here) and the Georgia campus-carry bill (here). Now, thanks to this post on ContractsProf Blog I learned about BL Partners Group, L.P. v. Interbroad, LLC, No. 465 EDA 2016, 2017 WL 2591473 … Read More
ContractsProf Blog has this post by Brian N. Larson about a study by Stefania Passera and others that apparently shows that diagrams made a contract easier to understand. The study’s findings don’t come as a surprise. Plenty of contracts describe mechanisms with alternative outcomes, with those outcomes then prompting further outcomes. Tag-along and drag-along rights come to mind. Also preferred-stock antidilution … Read More
LinkedIn is my preferred forum for stuff that you, dear reader, have heard many times on this blog. In that spirit, today I posted on LinkedIn an article entitled What Level of Dysfunction in Your Contracts Is Acceptable? My notion is that if I keep hammering away, people will get my point. Or get fed up.
In this LinkedIn article I asked, Do your contracts matter? A logical follow-up to that would be to ask people in different countries whether their contracts matter. So that’s what I did for this post. More specifically, I got in touch with Riyadh Al-Balushi, a lawyer working for the government of Oman, although he’s currently on sabbatical, pursuing a PhD. … Read More
[Update: This 30 July 2017 post rendered this post redundant.] In this 2015 post I consider Nothing in this agreement gives X the right to [do something]. Now let’s consider Nothing in this agreement prevents X from [doing something]. We have to ask the age-old question: what category of contract language is this? Is it language of discretion? In other … Read More
Yesterday @WestMichiganLaw sent my way on Twitter the release by journalist Ben Jacobs in favor of the Republican who assaulted him. (PDF here.) What caught my eye was the notation “CAUTION: READ BEFORE SIGNING!” above the signature block (highlighting added in this image and the others in this post): (Bonus: the half-witted successors-and-assigns language. You’re welcome.) The read this notation got … Read More
You might have noticed that with the fourth edition of MSCD in production, I’ve been pondering where things stand and what comes next. As part of that I’ve made a point of having slightly awkward conversations with some in-house lawyers who are friends of MSCD. I look at their templates, point out the inevitable shortcomings, then see what they have … Read More
