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Adams on Contract Drafting

Revisiting When an Hour Ends, Thanks to Kanye’s Political Campaign

Posted on August 11, 2020 by Ken Adams

I was tickled to note this article in the Milwaukee Journal Sentinel regarding Kanye West’s deranged political campaign. Here’s the relevant bit: West’s campaign is arguing he belongs on the presidential ballot in Wisconsin even if his campaign turned in his nomination signatures 14 seconds after the 5 p.m. deadline Aug. 4. The 23-page document, […]

Posted in References to Time Leave a Comment

Use and Abuse of “Not Less Than” and Its Variants in References to Time

Posted on March 10, 2019 by Ken Adams

ContractsProf Blog has an interesting post by Stacey Lantagne (aka @StaceyLantagne) about a court case involving the phrase for a period of not less than X years. Here’s Stacey: The dispute concerned a noncompete between a dance studio and Marik, one of its employees. The covenant not to compete stated that Marik wouldn’t engage in […]

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“Day” and “Date”

Posted on December 13, 2016 by Ken Adams

Behold the following sentence: If as part of resolving a dispute a party is required to pay the other party, it must no more than 15 days after the dispute was resolved pay the other party the amount in question, plus interest from the beginning of the [day] [date] the disputed payment was originally due […]

Posted in References to Time 17 Comments

“Close of Business”: The Kind of Vagueness You Don’t Want

Posted on November 27, 2016 by Ken Adams

A reader alerted me to a recent opinion of the High Court of Justice of England and Wales in Lehman Brothers International (Europe) v. ExxonMobil Financial Services BV, [2016] EWHC 2699 (Comm) (here). At issue was the meaning of the phrase close of business, as used in a notices provision in a contract. ExxonMobil submitted a notice […]

Posted in References to Time 1 Comment

An Example of a Confusing Way to State a Point in Time

Posted on August 16, 2016 by Ken Adams

The blog post by Peter Mahler that I mention in this post about at its sole discretion offers an example of another, unrelated drafting problem. The contract at issue required the company to exercise its option within 60 days after the later to occur of the termination date and “the final resolution of any disputes relating to […]

Posted in References to Time 4 Comments

“On an Ongoing Basis”

Posted on June 5, 2016 by Ken Adams

I’ve written about abuse of basis, as in on a timely basis. See this 2007 post. But silly me, I didn’t think of the most jargontastic variant, on an ongoing basis. Don’t ever use it. If you ever have, plead forgiveness from the gods of drafting. If you don’t believe me, here are some examples […]

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“Periodically”

Posted on June 5, 2016 by Ken Adams

Friends, there’s never a good reason to include periodically in a contract. Consider language of obligation: The Bank will provide the Client periodically with a statement of account for each Account, identifying Assets held in the Accounts. If I were the client, I’d sure want to be more specific that periodically, which could mean “at regular […]

Posted in References to Time 9 Comments

“At All Times”

Posted on June 3, 2016 by Ken Adams

As a general matter, don’t use at all times. If you refer to a given period, if you say someone has to do something, if you say that things were a certain way, usually it follows that whatever it is applies at all times, unless you specify otherwise. Here are some unprettied-up examples from EDGAR: […]

Posted in References to Time 9 Comments

“Within 30 Days Prior To”

Posted on September 2, 2015 by Ken Adams

Keith Bishop—he of the California Corporate & Securities Law blog—was kind enough to tell me about this post, dealing with a dispute over the meaning of the phrase “within 30 days prior to” in the context of the time period for exercising an option. The court opinion in question is Wilson v. Gentile, 8 Cal. App. 4th 759 […]

Posted in References to Time 3 Comments

A New Provision Specifying a Drafting Convention Relating to Time

Posted on March 20, 2015 by Ken Adams

When you encounter confusion in contract language, the thing not to do is to stamp your feet and insist that your interpretation is the sensible one. The confusion I have in mind is whether a deadline of, say, 5:00 p.m. passes once you’ve entered the first second of the five o’clock hour or whether it ends […]

Posted in References to Time 16 Comments

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