A few days every month, I prepare videos for Drafting Clearer Contracts: On Demand, my library of videos and automated quizzes. To do that, I revisit what MSCD has to say about a given topic. Sometimes, that prompts me to rethink how I’ve approached a given issue. That’s what happened yesterday, when I revisited the discussion of day and date … Read More
Check out the screenshot above. By saying what time zone doesn’t apply for determining the date of the contract (New York time), it in effect says that Macau time (I assume) applies. It would have been clearer to say “(Macau time)” after the date of the contract, but that’s a quibble. So, is it a good idea to say which … Read More
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, filed Monday, says a state … Read More
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 any similar business “for a … Read More
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 through the [day] [date] before … Read More
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 to Lehman’s London offices at … Read More
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 such termination.” Here’s what Peter … Read More
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 from the La Brea tar … Read More
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 intervals” or just “from time … Read More
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: … at all times during … Read More
