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 […]
Two Issues Relating to Contract Obligations to Comply with the Law
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. […]
Cumulative Remedies? No Thanks
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 […]
Check Out My No-Criticizing Provision
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.
Consider Using Gerunds to Refer to a Kind of Provision (Or Why I Say “No-Soliciting Provision”)
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 […]
Some Not-Entirely-Positive Thoughts on “Further Assurances”
In a basic “further assurances” provision, the parties agree to take care of any paperwork required to complete transaction formalities that haven’t been completed by the time of the closing. The aim is primarily to prevent either party from refusing to sign a document required to transfer assets. That should be unobjectionable, but I see […]
The Case of the Elusive “Inclusion Rider”
During the Academy Awards show last Sunday, the “Best Actress” winner Frances McDormand unleashed on the world the phrase “inclusion rider.” That prompted a tsunami of chatter on the subject, including this by the Washington Post and this by Vanity Fair. But I was interested in the rider itself, not explanations. So I asked around, and […]
The Difference Between Selling Widgets and Buying Widgets
You’re general counsel of Widgetco, the world’s leading supplier of widgets. When anyone needs widgets, they come to you! But you’re also a big buyer of widgets. The primary raw material for widgets is … widgets! You have one contract template for selling widgets and another for buying widgets. How do they differ? Bear in mind […]
An Efficient Way to Link Statements of Fact to Termination Provisions
In recent consulting projects I’ve found myself revising client contracts that address issues as both statements of fact and grounds for termination, as in this made-up example: Widgetco states that the Widgets are in good working condition. Acme may terminate this agreement if the Widgets are not in good working condition. My book The Structure […]
I Respond to a Comment by Angela Swan of Aird & Berlis and Osgoode Hall Law School
I noticed that John Gillies’s review of the fourth edition of A Manual of Style for Contract Drafting (here) attracted a few comments, including this one by Angela Swan, counsel at the Toronto law firm Aird & Berlis and adjunct professor at Osgoode Hall Law School, York University: Adams is dead wrong in his views on […]
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