I noticed this article on JD Supra. It’s by two lawyers at the law firm Morgan Lewis, and it’s about the concept of “term” in contracts. I have a different take on some aspects of it, so I offer to the gods of the marketplace of ideas my thoughts on three extracts. First Extract The first issue in establishing the start … Read More
There I was, innocently looking at the form certificate of amendment kindly made available by the Delaware Secretary of State (here), when the concluding clause caught my eye: It contains a number of usages worthy of comment, but what grabbed my attention was the “A.D.” placed before the blank for the year. Is it possible that someone might be confused as to whether … Read More
Usually, where one or more parties happen to be on signing a contract should have no bearing on that contract. It might be relevant for purposes of determining the governing law, but only if you fail to include a governing-law provision. So a general matter, nothing is accomplished by stating—whether in the introductory clause, in the signature blocks, or elsewhere—where one or more signatories happen to … Read More
Yesterday I saw an English template contract that had in the signature blocks three brackets (or rather, closing parentheses) one on top of the other. I recall Mark Anderson (aka @IPDraughts) have mentioned that practice at some point, so I asked him about it again. Here’s what he said: You are supposed to sign in the space to the right … Read More
So, how long have I been doing this? About fourteen years? Well then, how come it has taken me this long to write about wherefore? Excuse me, WHEREFORE. There’s archaic, then there’s bizarro archaic. WHEREFORE falls into the latter category. One meaning of wherefore is “why,” as in “Wherefore art thou Romeo?” Another meaning is “as a result of which,” “therefore.” I’ve … Read More
Today I received the following inquiry from a reader: I’m in a transaction involving an asset purchase agreement that provides for many schedules, and those schedules will consist many pages listing assets owned, licensed, etc. If we print and attach all of the lists the final document will be many inches thick. There has to be a way to capture … Read More
While I was scanning this post by @theContractsGuy on “How to Sign a Contract,” an unfamiliar thought passed through my mind: “I wish I had written that!” Check it out.
Here’s a thrilling question for you: If you attach to a contract a number of documents, each with its own page numbering, do you also apply, either in Word or by means of a hand stamp, consecutive page numbers to the entire set of attachments? Is there any accepted practice? It seems more trouble than it’s worth. If the individual … Read More
I’ve previously written, most recently here, about how contracts under seal can unfortunately have implications regarding consideration and statutes of limitations. But I exhumed from a comment (the most recent one) to this 2009 post on AdamsDrafting another way that seals can be relevant. This one relates to corporate seals—you know, those oh-so-impressive embossed impressions made by embossers that come with … Read More
MSCD notes how in the U.S., traditionally exhibit is used to refer to a stand-alone document that’s attached to a contract, whereas schedule is used to refer to materials that could have been in the body of the contract but were moved to after the signature blocks. An exhibit might consist of a form of noncompetition agreement that’s to be … Read More
