Via Dave Hoffman (aka @HoffProf) I learned of this post by Matthew Stiegler (aka @CA3blog). It involves and and or, so you know it’s headache-inducing. I won’t attempt to set the scene. Instead, let’s cut to the chase. Matthew’s post involves the Third Circuit’s recent decision in Sköld v. Galderma Labs. Here’s the court quoting the contract provision at issue: The … Read More
My daughter invited me to go a comedy club. Killjoy that I am, I had never been to a comedy club before. But my hermit tendencies aren’t what this blog post about. Instead, before the show, my daughter emailed me the following fine print from the ticket: You must present the original credit card used to make this purchase at … Read More
I noticed this article by Adrian D. Jakibchuk of the Toronto law firm Cassels Brock. It’s about the decision by Madam Justice Michelle O’Bonsawin of the Ontario Superior Court of Justice in Bergeron v. Movati Athletic (Group) Inc., 2018 ONSC 885. I’ll explain why I think it was mistaken. Bergeron was a short-term employee of a Movati Athletic (Group) Inc. (Movati). Their … Read More
In this post at ContractsProf Blog, Stacey Lantagne writes about Northglenn Gunther Toody’s, LLC v. HQ8-10410-10450 MELODY LANE, LLC, No. 16-CV-2427-WJM-KLM, 2018 WL 1762611, at *2 (D. Colo. Apr. 12, 2018) (PDF here). Here’s my take on this dispute. The Opinion The plaintiff operated Gunther Toody’s, a 1950s-style restaurant in a mall. According to the court, the lease “prohibits the … Read More
[Updated 1 January 2018: Revised to reflect that the photo included in Bryan Garner’s tweet features not exceptions (as I originally stated) but conditional clauses.] I noticed an exchange between D.C. Toedt and Bryan Garner. Because it allows me to address a moderately interesting issue, namely where in a sentence you should put a conditional clause, I permit myself to wade … Read More
Today I tweeted the following: I suggest that we can consign "remuneration" (and "remunerate") to the scrapheap, use "compensation" (and "compensate") instead. — Ken Adams (@AdamsDrafting) December 20, 2017 It prompted the following tweet from the redoubtable @IPDraughts: No, no, no. Compensation is what you get when you are injured by an industrial accident. Pay is what you get from … Read More
During my blogging-in-my-bathrobe years, I entertained myself by trawling on Westlaw for court opinions dealing with confusing contract language. Good times. In a fit of nostalgia, this evening I went back to Westlaw and entered a search, saying to myself, Yes, I can still do this! But I’d obviously lost my touch, because I forgot to limit my search to recent … Read More
Here’s something I tweeted today: Pop songs are nice, but if you want to enforce promises, put them in a contract! pic.twitter.com/7jW8SgoI8t — Ken Adams (@AdamsDrafting) October 29, 2017 And here’s the tweet that followed it: Some saying should be "or", but song DOESN'T USE A CONJUNCTION! Invitation to a fight! I should have used "do one or more of … Read More
I noticed this post on ContractsProf Blog. It involves a fight over what “the fee” meant in a contract. Did it mean this fee or that fee? Ah, says I, that’s an instance of antecedent ambiguity. That’s where you allude to something mentioned elsewhere in a contract, but it’s arguably unclear what you’re actually referring to. See this post and … Read More
Have we had enough of syntactic ambiguity yet? Aside from my many posts about syntactic ambiguity over the years, recent weeks have brought us the Maine serial-comma case (here) and the Georgia campus-carry bill (here). Now, thanks to this post on ContractsProf Blog I learned about BL Partners Group, L.P. v. Interbroad, LLC, No. 465 EDA 2016, 2017 WL 2591473 … Read More
