I noticed this story from Iowa local news channel KCRG: An eastern Iowa veterinary hospital is suing its insurer in a dispute over the definition of an “animal.” … The lawsuit alleges that about 8:15 a.m. on Nov. 7, 2024, an adult deer crashed through one of the hospital’s windows and entered the building. “The deer rampaged through the property’s … Read More
When I try to make sense of a big new topic, usually I ask myself, What’s the taxonomy? What’s a sensible way to divide the pie? That’s what I did with the sources of uncertain meaning in contract language. A Manual of Style for Contract Drafting contains my most up-to-date take on that taxonomy, but this 2016 article covers the … Read More
Somehow, I now find myself articulating for the first time concepts I’ve relied on since forever. Today’s concept is “semantics hygiene”. That’s my term for getting in the habit of expressing yourself clearly in contracts, even if in a given context little or nothing is at stake. The term “semantics hygiene” is brand new. I first used it a couple … Read More
In its recent opinion in Salama v. Simon, No. 2024-1124-JTL, 2024 WL 4906737 (Del. Ch. Nov. 27, 2024), the Delaware Court of Chancery cites A Manual of Style for Contract Drafting for what it has to say about “the expectation of relevance.” That’s a concept underlying a subtle ambiguity associated with the word may. Rather than discuss the expectation of … Read More
You know you’re suitably paranoid about the potential for confusion in contract language if you spot instances of that sort of confusion in your everyday life. Yesterday I was in urgent need of ice-cream therapy, so I got me a pint of the Ben & Jerry’s flavor (previously unknown to me) called “Salted Caramel Brownie.” Here’s the fine-print description: Vanilla … Read More
Compared with what was in the fourth edition, chapter 12 (Syntactic Ambiguity) of A Manual of Style for Contract Drafting has changed little. (I added a section on delimiting commas in coordination and a section on multiple instances of syntactic ambiguity in a sentence, but that’s pretty much it.) That shouldn’t come as a surprise. That chapter and the other … Read More
Obviously, all eyes are on the fight between Twitter and Elon Musk in the Delaware Court of Chancery. Well, not quite all eyes. I’m keeping only half an eye on it—I’m not a big-deal watcher. On the other hand, I am a contract-language watcher. With that in mind, here are some suggestions for how not to get more confused than … Read More
It’s best to understand what we mean when we say contract language is ambiguous. For linguists, text is ambiguous if it’s capable of expressing two or more inconsistent meanings. If some who read a contract provision think it means one thing and others think it means something else, that provision is ambiguous. Because ambiguity creates confusion and causes many contract … Read More
I noted with interest Vice Chancellor Glasscock’s opinion in Weinberg v. Waystar, Inc., decided today (PDF here). Here’s the language at issue: The Converted Units shall be subject to the right of repurchase (the “Call Right”) exercisable by Parent, a member of the Sponsor Group, or one of their respective Affiliates, as determined by Parent in its sole discretion, during … Read More
If there’s one thing I’ve learned, it’s that you’d have to look far and wide to find a judge who has a clue about commas. Thanks to the opinion in ECB USA, Inc. v. Chubb Insurance Co. of New Jersey, No. 20-20569-CIV, 2021 WL 5989230 (S.D. Fla. Dec. 17, 2021) (PDF here), we have further reason for despair in that … Read More
