In my recent article on sources of uncertain meaning in contracts (here) I discuss “contract-reference ambiguity.” That involves fights over the meaning of hereunder, herein, and the like. So it’s appropriate that thanks to this post by Larry P. Schiffer on the Insurance and Reinsurance Disputes Blog (my thanks to @zhadu for the tip), we have word of another dispute … Read More
Here’s something I said in this 2015 post: Elegant variation—going out of your way to avoid using the same word or phrase twice—is never a good idea. It’s particularly unfortunate in contract drafting, in which tone plays no part. If you wish to convey the same meaning, use the same word. If you think you’re exploiting shades of meaning by using, … Read More
One company I know of has only a single procurement template that covers purchase of “all works, products, and services.” Another company has a different template (in both one-off and master versions) for purchase of each of the following: Professional services (in other words, consulting) Other services (such as catering and cleaning) Software (without related services) Software (with related services) … Read More
[Overhauled 8:40 p.m. EST on 12 November 2016, thanks to input from Neal Whitman on Twitter.] It’s time to pick over the carcass of the “Magic Circle” extract that I dissect in this post. Consider the following with respect to the word Closing in that extract and in my version of it: The original version: … under a new contract of … Read More
Consider the following sentence: The Equipment will comply with the Specifications. What category of contract language is it? According to my categories-of-contract-language analysis, use of will would make it language of policy with respect to a contingent future event. But language of policy is only for the ground rules of a contract—stuff that applies, or happens, automatically. California law governs … Read More
Yesterday, after a seminar for a group from one of the major US law firms, a partner mentioned to me that clients are increasingly asking that the law firm draft contracts more clearly. I didn’t get any details, but I suspect that clients make this request when the contracts being drafted are commercial contracts. For mergers-and-acquisitions and other bet-the-company work, … Read More
Go here for the recording of the 8 November panel discussion in London hosted by UCL Faculty of Laws, with Mark Anderson as moderator and me as one of the panel members. Go here for more about the event, and see my four previous blog posts for some follow-up. I sure in heck haven’t watched it myself. Watching and listening … Read More
After Tuesday’s panel discussion in London I received the following email from a mid-level lawyer at one of the major English law firms: I thought you were great. I also thought that your contribution had a slight air of shouting into the wind—I agree with everything you say, but conceptually there is not a sufficient meeting of the minds elsewhere. … Read More
In the course of discussions in London, it became clear to me that I have few supporters in suggesting that drawing a distinction between endeavours standards—the US equivalent is efforts—is an invitation to confusion. The prevailing view is that of course best endeavours imposes a more exacting standard than does reasonable endeavours. I’m happily sticking to my guns, for two reasons. … Read More
Yes, yours truly is responsible for the quotation in the headline above, which is from this article in the Law Society Gazette. I also love that they quote my joke “93%” statistic as if I had intended it to be legit.
