The drafting gods are toying with me! I sent the publisher the final manuscript of the fifth edition of A Manual of Style for Contract Drafting. The next day, I saw something I haven’t seen before that deserves to appear in MSCD5: the phrase End of Agreement. After I saw it in one contract, I of course went on EDGAR, … Read More
[Updated 9 May 2022: This post was rendered obsolete by this April 2022 post.] One consequence of my not doing deals is that I have little occasion to consider what effect, if any, e-signing has on the wording and format of contracts. As far as I can tell, DocuSign works with whatever signature blocks you have. The only implication I … Read More
Last week I started three series of my online course Drafting Clearer Contracts: Masterclass for an Asian company with global operations. In the first session of Masterclass we discuss the front and back of the contract, just to get everyone used to comparing dysfunctional traditional contract language and the clearer alternative. I flashed on the screen a slide containing one … Read More
I love it when I write about something that doesn’t make sense, and caselaw comes along to show that not only does it not make sense, it can also lead to a messy, expensive fight. Today’s topic is the practice of having lawyers sign settlement agreements under the notation APPROVED AS TO FORM AND CONTENT. I wrote about it in … Read More
Below is the signature page from a Courtyard Marriott group sales agreement I found online. I know next to nothing about electronic signatures, but I found decidedly odd the e-signature process specified in this contract. “Replace Empty Box with Blackened Box Here to Enter Into Binding Obligation”? And check out the note at the bottom about how you can do … Read More
The concluding clause often says that the people signing the contract have been “duly authorized.” This is what MSCD says about that: The body of the contract is a more sensible place than the concluding clause for statements of fact regarding authorization. But more generally, if you’re concerned whether the individual signing for the other party is authorized, having the … Read More
At one of my recent Asia seminars, someone asked me about the practice of making a contract between fewer than all the listed parties, presumably when some drop out. I haven’t encountered that. I would have thought you simply revise the contract to eliminate those who are dropping out, instead of manually striking their signature blocks and any other references … Read More
Yesterday @WestMichiganLaw sent my way on Twitter the release by journalist Ben Jacobs in favor of the Republican who assaulted him. (PDF here.) What caught my eye was the notation “CAUTION: READ BEFORE SIGNING!” above the signature block (highlighting added in this image and the others in this post): (Bonus: the half-witted successors-and-assigns language. You’re welcome.) The read this notation got … Read More
Here are two concluding clauses: The authorized signatures for MICHIGAN and COMPANY below signify their acceptance of the terms of this AGREEMENT. IN WITNESS WHEREOF, the parties have indicated their acceptance of the terms of this Agreement by their signatures below on the dates indicated. In both these concluding clauses, the parties say they’re accepting the terms of the contract. … Read More
Attachment-enumeration nerds—wait, does such a creature exist?—this is for you. It’s the result of my revisiting this subject after being prodded by a reader. If you have any quibbles, I’d be delighted to hear them. *** Enumerating attachments serves two functions. First, the number or letter used in referring to a particular attachment tells readers where they can expect to … Read More
