The phrase fails to (and its variants) is utterly standard in contracts, but you could always use instead does not (and its variants). Some grubby examples from EDGAR: The Indemnifying Party shall not be relieved of its obligations to indemnify the Indemnified Party with respect to such claim if the Indemnified Party fails to [read does not] timely deliver the Indemnity … Read More
Here from EDGAR are instances of use of the phrase definitive agreement in a contract: The Company shall have ten (10) Business Days from the expiration of the Offer Period above (A) to offer, issue, sell or exchange all or any part of such Offered Securities as to which a Notice of Acceptance has not been given by a Investor … Read More
Here, from EDGAR, are instances of obligations being referred to as irrevocable: “Reimbursement Obligation” means the absolute, unconditional, and irrevocable obligation of the Borrower to reimburse the Issuing Bank for any drawing honored by the Issuing Bank under a Letter of Credit. The obligation of Borrower to make payments hereunder and to observe and perform all of its other obligations … Read More
The Michigan Bar Journal has just published its “plain language” issue. It includes my article Know Your Enemy: Sources of Uncertain Meaning in Contracts. It’s essentially an updated and expanded version of chapter 7 of A Manual of Style for Contract Drafting, and it offers an overview of ambiguity, vagueness, and the other sources of uncertain meaning. You can find it here. Check … Read More
Last Saturday I was at the Lahti X-Treme Car Show in Finland (more about that here). I was having lunch in the VIP area with a contingent from the U.S. embassy when in sauntered Richard Rawlings, the big celebrity guest, fresh from a couple of hours of signing books, brochures, model cars, and assorted limbs. Richard is host of the … Read More
I’ve just returned from a visit to Finland that combined work and play. On the one hand, I had a public “Drafting Clearer Contracts” seminar to do. On the other hand, I went with my wife Joanne; we were staying with my brother Charles, who happens to be the U.S. ambassador to Finland; and longtime family friends were in attendance … Read More
I’ve been so caught up in the current round of seminars that I’ve been slow to put up dates for my 2017 “Drafting Clearer Contracts” seminars in the U.S. with Thomson Reuters. So here they are: February 16, Houston, TX February 23, St. Louis, MO March 23, Atlanta, GA April 20, Philadelphia, PA April 27, Portland, OR May 18, Chicago, … Read More
I’m off to Helsinki today. I do a public seminar there on Friday, with a healthy turnout, followed by a private reception at the residence of the US ambassador, my brother Charles. What fun! Then I do the following public seminars outside the U.S.: Melbourne, 11 October Sydney, 13 October Toronto, 24 October Toronto, 25 October (my “advanced” seminar on … Read More
At an in-house seminar in Moncton, New Brunswick, yesterday—hi, guys!—one of the participants mentioned that he had seen a contract in which it was stated that all undefined terms were as defined in the Oxford English Dictionary. Of course I found an example of that provision on EDGAR: [T]erms not defined in this Development Agreement shall have the meaning ordinarily … Read More
I noticed this article on JD Supra. It’s by two lawyers at the law firm Morgan Lewis, and it’s about the concept of “term” in contracts. I have a different take on some aspects of it, so I offer to the gods of the marketplace of ideas my thoughts on three extracts. First Extract The first issue in establishing the start … Read More
