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
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
