In this 2020 blog post, I say that no one takes me on in the marketplace of ideas. Nothing has changed in the years since. I’ll spare you any editorializing. Instead, I offer you … a contest! I invite you to critique my article Eliminating the Phrase Represents and Warrants from Contracts, 16 Tennessee Journal of Business Law 203 (2015). I’ll send … Read More
This Voltaire aphorism has been doing the rounds on social media: “Doubt is not a very agreeable state, but certainty is a ridiculous one.” In addition to applying to a zillion other circumstances of modern life, it applies to *drum roll* contract drafting! More specifically, it applies to an exchange from years ago that popped up randomly last week when … Read More
Remember the ACC Docket, published by the Association of Corporate Counsel? Well, it has morphed into Corporate Counsel Now. They’ve just published my article Merger Agreements Are Poorly Drafted. It’s here. The spicy thing about this article is that it’s not just an article. Instead, it’s also a portal to my analysis of the merger agreement providing for Union Pacific’s … Read More
I’ve occasionally mentioned on social media that I was working on an article about how the word material is ambiguous. Well, I finished it. The title is The Word Material Is Ambiguous in Contracts, Why That’s a Problem, and How to Fix It. It will be published next year in Scribes Journal of Legal Writing, but I’ll put a “forthcoming” … Read More
Today the ACC Docket published my article with Michael Fleming entitled Reviewing Business Contracts: What to Look For and How to Look for It. Michael and I go way back. He was one of the first commenters on this blog. If you have any comments or think we missed something, we’d be happy to hear it.
The latest issue of World Commerce & Contracting’s Contracting Excellence Journal contains my article How Contract Managers Can Gain More Control Over Contracts (here). How do contract managers gain more control? By becoming informed consumers of contract language. And they should also consider using technology to help with review of draft contracts. (Yes, I have a horse in each of … Read More
If you’re weary of the shitshow, I suggest you check out the work of an exemplary public servant—the Delaware Chancery Court opinion by Vice Chancellor Laster in AB Stable VIII LLC v. MAPS Hotels and Resorts One LLC (here), issued on 30 November 2020. It’s another epic Laster opinion, weighing in at 242 pages. The dispute involves the proposed purchase of … Read More
My article Common-Law Drafting in Civil-Law Jurisdictions has been published by Business Law Today. Go here. There’s not much of a back story. It’s a topic that has long been on my mind. I did it as an article instead of a blog post for the usual reason: I thought it would reach a more diverse group. How did Jan … Read More
Juro, the contract-management-software company, has produced an ebook called The Modern Contract Handbook. It consists of chapters by different authors on issues in contracts and the contracts process. I was among the contributors; you’ll be shocked to hear that my chapter is about the language of contracts. It’s based on a conversation I had with someone at Juro, so it’s … Read More
The summer 2019 issue of The Business Lawyer—the law review published by the Business Law Section of the ABA—contains my article Interpreting and Drafting Efforts Provisions: From Unreason to Reason. Go here for a PDF. No one has ever offered an even halfway serious attempt to explain a distinction between different efforts (or endeavours) provisions, or lack of a distinction. … Read More
