Front of the Contract

“This Agreement Contemplates”

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 Illinois Appellate Court’s Problematic Take on the Traditional Recital of Consideration and “Successors and Assigns” Provisions

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

If You Give Retroactive Effect to a Contract That’s Part of a Series of Transactions, It Can End in Tears

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

More “These Presents” Shenanigans

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

Purchase Order or Contract?

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?

Why Bother with Anything Other Than “This Agreement”?

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