I’m doing what I can to advance the cause, but we’re all fortunate to have Glenn West plugging away, posting his analyses at such a rate that I have a hard time keeping up. For his collected oeuvre, go here. Today’s post is inspired by something from his archives, this 2016 post about whether a […]

In 2015 I did these three posts about governing-law provisions. Well, it’s time to look at the subject again, thanks to a law-review article by John F. Coyle of University of North Carolina at Chapel Hill. The article is entitled The Canons of Construction for Choice-of-Law Clauses; go here for a PDF. Professor Coyle is […]

While I was rooting around in hotel agreements, the following provisions caught my eye. First Example This was in a contract between a hotel and some instrumentality of Tennessee state government: The HOTEL certifies, under penalty of perjury, that to the best of its knowledge and belief the HOTEL is not on the list created […]

You’re drafting a contract, as you’re in the habit of doing. You include a waiver of jury trial, for whatever reason. And you make California law the governing law. Or maybe Georgia law. Well, for purposes of trials in state court, courts in California and Georgia have held that pre-litigation waivers of jury trial are […]

I recently had a random Edgar encounter with the following set of internal rules of interpretation: Welcome to the suck: the first, second, third, and fifth are hopeless. And dig that crazy period-and-parentheses enumeration combo. But the fourth is what caught my eye. So the notices provision says that notices must be in writing to […]

Behold the following tweets, one by me considering the difference between saying comply with the law and comply with all laws, not to mention comply with all applicable laws, and an unexpected reply from Jason Morris, aka @RoundTableLaw: I don't understand how, if contracts to violate the law are invalid, this says anything at all. […]

Readers tell me that businesspeople keep asking them to cut from contracts that which is unduly risk-averse or plain old unnecessary. Lawyers might be inclined to attribute that to businesspeople doing what they gotta do. In this view of things, lawyers are a bulwark against rank expediency. But there’s is a lot of fat in […]

No-disparaging provisions are found in employment agreements, separation agreements, settlement agreements, even end-user license agreements. But there’s a problem with no-disparaging provisions. … The rest of this post is on the LegalSifter blog. To read it, go here.

OK, which do you like better: nonsolicitation provision no-soliciting provision And here: nondisparagement provision no-disparaging provision And here: noncompetition provision no-competing provision Me, I like the second option in each. The first option is a clunky abstract noun. Boo. The second is a gerund, basically a verb form acting as a noun. (More on gerunds […]