In MSCD and in this 2011 post I discuss using want in recitals instead of wish or desire. But how about intend? I hereby propose a distinction in how to use intend in recitals. First, don’t use intend for matters addressed in the contract. For that, stick with want or, if you prefer, desire or wish: intend isn’t a good fit. You … 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
1464-Eight, Ltd. v. Joppich, 154 S.W.3d 101 (Tex. 2004) (PDF copy here), involved a dispute over an option contract to purchase real estate. The contract included the following recital of consideration: In consideration of the sum of Ten and No/100 ($10.00) Dollars (“Option Fee”) paid in cash by Developer, the receipt and sufficiency of which is hereby acknowledged and confessed, … Read More
Everything old is new again. Or something. Last week I noticed this post on ContractsProf Blog. It’s about a subject dear to my heart—the recital of consideration. So I rattled off a comment, without thinking too hard about it. Well, my comment prompted three vigorous responses, leading me to submit a second comment. Because my second comment might be of … Read More
I sometimes get from unexpected quarters ideas for new bits of contract language for to me ponder. Last week, my web designer, the inestimable Selene Bowlby of iDesign Studios, asked me about the phrase “this agreement contemplates,” which she had seen in a contract for web-design services. An astronomer contemplates the universe. An existentialist contemplates being and nothingness. I contemplate … Read More
The fog generated by traditional contract language is thick enough that I find myself periodically revisiting issues that I’ve tackled previously. In that vein, I’d now like to consider an odd opinion that reader @21law told me about. It involves those two chestnuts, the traditional recital of consideration and “successors and assigns” provisions. The opinion in question is Urban Sites of Chicago, … Read More
Brian Rogers, aka @theContractsGuy, let me know of the recent Missouri Court of Appeals case FH Partners, LLC v. Complete Home Concepts, Inc. (The official copy is here; a copy from Westlaw is here). It provides a useful reminder of the limits to giving retroactive effect to a contract if that contract is part of a series of transactions. Here’s a very … Read More
Get a load of the following: 10.16 Intervention by Parent. Now unto these presents comes Dynacq Healthcare, Inc., a Nevada corporation, which represents that it owns all of the membership interests of Seller. “Now unto these presents”! It sounds like Shakespeare! “Now is the winter of our discontent …” And how about this: CERTIFICATE OF EXISTENCE To Whom These Presents Come, Greeting: I, TODD … Read More
I’d be grateful for your thoughts on the following question: What determines whether an organization uses a purchase order (with additional terms on the back or separately) when buying goods or services or instead puts all the terms in a contract?
Today I saw a contract that referred to itself throughout as “this CRADA.” Besides the fact that “CRADA” (standing for “cooperative research and development agreement”) has to be one of the least appealing acronyms, why bother using anything other than “this agreement”? Assuming that the full reference is used in the title and once in the introductory clause, readers don’t have … Read More
