In this 2015 post I suggested that “instead of addressing each deal point in a separate sentence, you can often consolidate them.” When you do that, instead of using two main verbs to cover two deal points, you need only one main verb. But the example I used to illustrate this point ended up being hijacked by a substantive issue. … Read More
Note use of the Latinism prima facie in following provisions, which I extracted from EDGAR without anaesthesia: The Finnvera Facility Agent shall maintain in its books at the Finnvera Facility Agency Branch a record of the Term Loan attesting as to the total of the Borrower’s indebtedness to the Tranche A Lenders. These accounts or registers shall constitute, in the … Read More
Not enough people write about contract usages, so I’m pleased when a new article arrives on the scene, particularly when it’s written by someone other than me. But one sign of a mature marketplace of ideas is when commentators build on the work of others, instead of treating a given topic as if they’re the first to examine it. With that in … Read More
Here are five versions of the same sentence, but with the phrase at its expense positioned differently in each one: 1. At its expense, the Publisher shall send 20 review copies of the Work to individuals named by the Author. 2. The Publisher shall at its expense send 20 review copies of the Work to individuals named by the Author. 3. … Read More
In October I’ll be giving seminars in Toronto for Osgoode Professional Development. On 24 October I’ll be giving my regular “Drafting Clearer Contracts” seminar; on 25 October I’ll be giving my “advanced” seminar entitled “An Intensive Program in the Categories of Contract Language.” As soon as more information is available, I’ll add a link to the “Public Seminars” page of this site.
This post on ContractsProf Blog by Myanna Dellinger begins as follows: If a recording artist enters into a personal services agreement with a record company that, among other things, contains a promise that the artist will “look solely to [a corporate version of the music band] for the payment of my fees and/or royalties … and will not assert any … Read More
In my post on no-reliance language (here), I link to this blog post by Glenn West. In it, Glenn doesn’t mess about. He mentions me right off the bat. And he drops the G-bomb. That’s right—guru. It’s a label that has stuck with me, probably thanks to this 2007 article in the Canadian periodical The Lawyers Weekly. I’m OK with … Read More
Glenn West blogs. He has also grown a hipster beard and moved to Brooklyn. Actually, that last bit isn’t true. But he did recently contribute this post to Weil Gotshal’s Global Private Equity Watch blog. It’s about the recent decision of the Delaware Court of Chancery in FdG Logistics LLC v. A&R Logistics Holdings, Inc., to the effect that a disclaimer of reliance … Read More
You can now find on the English website “The Lawyer” my squib The problem with contract drafting and what young lawyers can do about it. It speaks for itself. (Free registration required.) I’ve been vocal over the past couple of years in suggesting that the English legal profession has bollixed important aspects of contract interpretation. So far, that has elicited some sputtering … Read More
Keith Lee is the lawyer behind the blog Associate’s Mind. He’s also author of The Marble and the Sculptor, a book for law students, but that’s beside the point, because what’s on my mind is his most recent blog post. It’s entitled “Should Lawyers Ditch Legalese?” It mentions my recent Beyoncé-inspired post, but I stuck around to read his recommendations on … Read More
