Behold the following video clip of U.S. Senator John Neely Kennedy giving Mark Zuckerberg of Facebook a piece of his mind: https://www.youtube.com/watch?v=bBevsgSn65A More specifically, he says, “Your user agreement sucks. … I’m going to suggest to you that you go back home and rewrite it. And tell your $1,200-an-hour lawyers—no disrespect, they’re good—but tell them you want it written in … Read More
I looked at the Stormy Daniels confidentiality agreement, the one intended to keep under wraps her fling with Trump—excuse me, her alleged fling. I figured it would have been remiss of me not to look at it. (It’s exhibit 1 to her complaint, here. If you’re not familiar with her and the saga of this confidentiality agreement, go here for … Read More
The recent opinion of the Delaware Chancery Court in ITG Brands, LLC v. Reynolds American, Inc., No. CV 2017-0129-AGB, 2017 WL 5903355 (Del. Ch. Nov. 30, 2017) (PDF here), stands for the proposition that making a contract a bit less clear than it could be might be all that a disgruntled contract party needs to start a stupid fight. Here’s … Read More
In his most recent post on Weil’s Global Private Equity Watch (here), Glenn “Iceman” West discusses a recent Second Circuit opinion relating to Chesapeake Energy’s redemption of $1.3 billion in notes based on Chesapeake’s interpretation of the notes’ supplemental indenture. The supplemental indenture designates the period between 15 November 2012, and 15 March 2013 as the “Special Early Redemption Period.” … Read More
Last night I did the following retweet of a live tweet from a conference: My intent isn’t to embarrass anyone—hence my amateurish redacting of the name of the law firm that offered this advice. Instead, it gives me an opportunity to make the following points: There’s beaucoup misinformation out there. Indeed, what’s in the tweet is what passes for conventional wisdom … Read More
Last year someone—I’ll call him George—hired me to analyze for him a sentence in a contract. George had sold his business. Part of the purchase price was to be paid in an earnout: after the closing of the sale, the buyer was to make up to three additional payments to George if in the three years after the closing of the … Read More
If you wish to witness an old-fashioned beatdown, scurry over to the IP Draughts corner of the marketplace of ideas to see Mark Anderson dismantle—Marquess of Queensbury rules!—a Google patent purchase agreement (here). I too am prone to meting out vigilante justice. Go here for my analysis of another Google contract, a services agreement. But it’s a model of professionalism compared … Read More
Via a regular source of my Twitter leads, @ronfriedmann, I learned of this article in Corporate Counsel by Sue Reisinger about how a team at IBM “earned international recognition for taking dozens of pages of complex contracts for cloud services and reducing them to a simple, two-page document.” Assuming that you get rid of the dead wood, make appropriate trade-offs, and don’t … Read More
Here’s a story told in this post on the BeLabor the Point blog: A contract between a company and a departing employee stated that the company would pay the employee “an annual salary in the amount of $56,398.68 pro rata from the Termination Date of April 1, 2013 through May 24, 2013.” The company subsequently issued the employee four checks, one every two … Read More
The biggest conceptual obstacle to clearer contract language is the notion of “tested” contract language—the idea that if a court offers its interpretation of confusing contract language, we’re forevermore committed to using that confusing contract language to convey that meaning. But recently I’ve heard people discussing a related concept—whether a provision is “market”. A provision is “market” if it’s so … Read More
