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
A couple of readers sent me links to articles relating to Steven Pinker and his new book, The Sense of Style: The Thinking Person’s Guide to Writing in the 21st Century. For those who are unfamiliar with him, Steven Pinker is, I suppose, about as close as we get to a public intellectual these days. His mane of grey curls probably helps! I’m … Read More
In this post I mentioned that I had asked my students at Notre Dame Law School to analyze the verb structures in the “SOW terms & conditions agreement” (available here) that goes with Cisco’s advanced-services statement of work. Well, I decided that some of you might find of interest my comments on how categories of contract language are handled in the first three … Read More
Although the way I’ve chosen to earn my living has its challenges (like any other), there’s one aspect of law-firm life that I don’t miss: the sense of panic that would come over me on realizing that I might have left something out of a draft contract or made some other drafting mistake. It could strike at any time, and … Read More
I was vaguely aware of news accounts of the contract travails of Jimmy Graham, a player for the American football team the New Orleans Saints. But it was only after reading this post by Megan E. Boyd (aka @LadyLegalWriter) on her blog Lady (Legal) Writer (after being told about it by Steven Sholk) did I realize that it fell within … Read More
To entertain myself during my recent travels, I retrieved from the SEC’s EDGAR system a Google services agreement and proceeded to annotate it to show its contract-usage shortcomings. (As is usual with such reviews, I didn’t analyze the deal points.) Why Google? Because I’d heard on occasion that Google’s contracts are OK. On finishing my review, I thought that if … Read More
