Categories of Contract Language

I’ve previously touched on “future facts”—statements regarding circumstances in the future—but I haven’t addressed the topic head-on. I fix that with this post. The Conventional Wisdom It’s easy to find future facts in contracts. What the ABA Model Stock Purchase Agreement says about future facts sums up the conventional wisdom: “Representations are statements of past or existing facts and warranties … Read More

Check out the highlighted sentences: Section 12.1 says how Myovant is required to pay invoices. Section 11.2 says Myovant is required to pay a given invoice in accordance with 12.1. In other words, section 11.2 imposes an obligation to comply with an obligation. If it were somehow unclear whether section 12.1 applies to section 11.2, it would be prudent to … Read More

If you’re a regular reader of this blog, you might recall that I’ve done two posts about what category of contract language to use to express issuance of invoices. There’s this January 2018 post and this July 2018 post. Well, thanks to my work as an advisor for LegalSifter, which leads me down all sorts of byways, I can add … Read More

In my newfound zeal for dual verb structures, I’ve written about the following examples shall grant and hereby grants has granted and hereby grants be and hereby is Each of those examples features two inconsistent verb structures ostensibly working together. I now offer you two verb structures that say the same thing, with the second offered as an exception to … Read More

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 (@evanmcmurry) February 5, 2020 Given … Read More

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 through it. The deliberations in … Read More

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 and agrees with Buyer that … Read More

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 screenshot of the text of … Read More

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 … Effective on the Collaboration … Read More