Consider the following: … that the Employee conceived, developed, or made, either solely or jointly with others, (1) within the scope of the Employee’s duties … See the problem? It’s not clear whether either solely or jointly with others modifies just made or instead modifies conceived, developed, or made. In other words, this extract exhibits syntactic ambiguity. I’d rather not be … Read More
I’m pleased to be returning to Australia, to give “Drafting Clearer Contracts” seminars under the auspices of Melbourne Law School. I’ll be in Sydney on 11 October and in Melbourne on 13 October. The host for both seminars is the international law firm Allens. For more information and to register, go here. As usual, my seminars in Australia will be something … Read More
You can turn any standard contract into a letter agreement by adjusting the opening and closing. (MSCD contains a chapter on letter agreements.) In what contexts might that make sense? In particular, recently I’ve had occasion to read “offer letters” between a company and an employee. They’re letter agreements. More often than not, they use you and your for the employee. … Read More
Via this IP Draughts post, we learn that another English court has held that if a set of statements of fact is introduced by warrants, those statements of fact do not also constitute representations giving rise to a claim for damages under the Misrepresentation Act 1967. Mark notes that this opinion is of limited interest, as it involves only a hearing of an application for summary … Read More
I love it when after writing about a usage and describing it as awkward, I’m able to demonstrate that it’s not only awkward, it can also lead to fights. Today’s example of that is my December 2015 post about how to express termination with prior notice (here). Today a reader emailed me as follows: Suppose a termination provision of a contract reads, … Read More
This week a reader asked me about including at least—yet another phrase I’d never thought about before. That phrase is unobjectionable when it’s used to express that a given set must including a minimum number, or minimum proportion, of something or other. Here are some random examples from EDGAR: … the Parties shall refer such dispute to the Chief Executive … Read More
I’m delighted that on Tuesday, 8 November 2016, from 18:00 to 19:30, you will find me at the UCL Events Pavillion, Main Quad, Gower Street, London WC1. That’s because I’ll be taking part in a panel discussion hosted by UCL Faculty of Laws entitled Dysfunction in Contract Drafting: Are the Courts, Law Firms, and Company Law Departments Stuck in a Rut? It will … Read More
Via @lisasolomon I learned of a new piece by Glenn West. It’s entitled Contract Drafting 101: A Checklist Derived from Recent Caselaw, and it forms part of the materials for a course for in-house counsel offered on 10 August 2016 by the State Bar of Texas. It’s available here. For information about the course, go here. In this piece, Glenn considers recent caselaw that illustrates … Read More
Longtime readers will know that I make it a point periodically to prod the carcass that is the notion that different efforts standards impose obligations of different levels of onerousness. Well, it’s time to prod the carcass once more. This morning I used the phrase good reason. That led me to ponder the rhetorical function of good in that phrase—what’s the … Read More
You’re a client. I give you my redraft of one of your templates. We discuss my version. During those discussions, you ask that I restore the capital A to this agreement. Here’s what MSCD 2.110–.110 says about that: It’s common practice to create in the introductory clause the defined term this Agreement. … But this defined term is unnecessary: the definite article this in … Read More
