In the impeachment proceedings before the U.S. Senate yesterday, Chief Justice Roberts announced that Trump “be, and he is hereby, acquitted.” BREAKING: Chief Justice John Roberts: "It is therefore ordered and adjudged that the said Donald John Trump be, and he is hereby, acquitted of the charges in said articles." https://t.co/cKgbkhVYFL pic.twitter.com/CSkOR6tJzI — Evan McMurry […]
Williams-Sonoma Stores, Inc. v. DDK/WE Hospitality Partners, LLC: With Contract Verb Structures, One Misstep Can Lead to Disaster
From this Reed & Smith analysis I learned of a dispute before the Delaware Chancery Court, Williams-Sonoma Stores, Inc. v. DDK/WE Hospitality Partners, LLC. It demonstrates that with contract verb structures, you can be right, but not right enough. I’ve thought long and hard about the issues underlying this dispute, so let me walk you […]
“Agrees With”
More often than you’d expect, I’m made to feel as if it was just yesterday that I started exploring contract language, not 20-plus years ago. Today’s example of that is agrees with. It’s basic verb structure, but one I’d never thought about until I was today years old. Here are some examples: Seller hereby covenants […]
Yet Another Dual Verb Structure: “Has Granted and Hereby Grants” (Featuring Lord Byron)
Friends, you’re in for a treat. In this post a couple of days ago, I considered the dual verb structure shall grant and hereby grants, with my IP sensei Ned Barlas guest starring. The next day Ned slipped me the image below, courtesy of Gary Dyer, professor of English at Cleveland State University: It’s a […]
Dual Verb Structures: “Shall Grant and Hereby Grants”
In this post a couple of weeks ago, I belatedly introduced the topic of dual verb structures. Here’s another dual verb structure: shall grant/assign and hereby grants/assigns (and variants). It appears in provisions relating to intellectual property: Upon the completion of such transfer, Xenon shall, and hereby does, assign to Neurocrine all such Regulatory Materials […]
A Dual Verb Structure: “Shall Not Be Entitled To and Shall Not X”
Let’s talk dual verb structures. I’ve written about them previously. For example, see this 2007 post about be and hereby is, which I dubbed “the lamest usage.” That post is about corporate resolutions, but be and hereby is also occurs in contracts: … any such Certificateholder’s claim against any other assets shall be, and hereby […]
Where “Represents and Warrants” Causes the Most Problems
We all know that the phrase represents and warrants is pointless and confusing, to the point of being plain-old dumb. (What, you’re not aware of that? Then go read my 2015 law-review article.) In theory I’m open to rational discussion on the subject, but no one has been able to make a dent in my […]
“Hereby Binds Itself To”
It’s been a long time since I’ve offered you an effed-up way to impose an obligation on the subject of a sentence. With that in mind, I now proudly present *drum roll* hereby binds itself to! Mostly, hereby binds itself to is used as a needless variant of hereby assumes all obligations under, or some […]
New Variants of Language of Obligation!
Regular readers will know that the foundation of controlled drafting is how you use verb structures. I address that in my “categories of contract language” framework. (See this post for my quick-reference chart on the subject.) One of the more crowded categories-of-contract-language topics is when the obligation is imposed on someone other than the subject […]
“Abstain From”: Another Effed-Up Verb Structure
Generally it’s a bad sign when one talks about dreams, but bear with me. This morning I woke with a start. In my sleep I had been running through verbs in my mind. When it was the turn of abstain, what’s when my eyes popped open. Of course! Why hadn’t I thought of abstain before! […]