What’s the difference between seller and vendor used as defined terms for party names? Here’s what Bryan Garner has to say in Garner’s Dictionary of Legal Usage: In specific contexts, however, a differentiation is emerging: in computer contracting, the practice is to use vendor rather than seller almost exclusively. The term vendor is used in two senses: (1) “any member … Read More
[Updated July 14, 2015: This topic is revisited in this 2015 post.] I wrote about the phrase sole and exclusive in this 2010 post on AdamsDrafting. Last April Mark Anderson wrote about it in this post on IP Draughts. At the risk of overkill, I’d now like to take another crack at the subject. “Sole” and “Exclusive” in Licensing In … Read More
Release language usually consists of a slurry of redundancy. In this 2009 post on AdamsDrafting I considered a standard component of release language, irrevocably release. Here’s what I said: Once you release something, it’s gone, without any way for you to claw it back. So having a party irrevocably release something does nothing other than add a surplus and potentially confusing … Read More
In this 2010 post on AdamsDrafting I considered use of aggressively as an unhelpful alternative to reasonable efforts. Well, in the same vein I now offer you … strive! Three examples: CNH Capital shall strive to respond to credit applications within two (2) weeks following receipt of all requested information and material. During the Employment Period, Executive … (iv) shall perform Executive’s … Read More
Someone steered me to this post on the California Corporate & Securities Law blog. It’s about a recent California case on the meaning of best efforts. The court held—shock horror probe!—that best efforts is subject to a reasonableness standard, leading my informant to suggest that the court agrees with my views on this subject. I’m delighted to receive tips of … Read More
In case you’re still mulling over my post on using states instead of represents and warrants (here), allow me to try to put in a broader context what makes represents and warrants irrelevant for purposes of statements of fact in a contract. After putting it off for, oh, ten years, we finally had a lawn sprinkler system installed. An important component … Read More
In its recent opinion in In re C.P.Y. (copy here), the Texas Court of Appeals had occasion to consider the phrase “full-time basis,” and it concluded that it’s ambiguous. Youst (the husband) was required to pay Wells (the wife) alimony until, among other events, she returned to work “on a full-time basis.” Wells got work as a contract attorney, so … Read More
In this recent post, I discussed a case in which the word “termination” was held not to apply to “expiration” of a contract. Thanks to reader, I learned about a case, Olympus Ins. Co. v. Aon Benfield, Inc., No. 11-CV-2607 (D. Minn. March 30, 2012), in which the court came to essentially the opposite conclusion, due to nuances of contract language. … Read More
[Updated July 14, 2015: This topic is revisited in this 2012 post and this 2015 post.] The recent Lawyers Weekly article that I linked to in a previous post contains the following: The phrase “sole and exclusive license,” for example, is common yet contradictory. “Sole,” on the one hand, means only one person has the legal right to use the product. … Read More
[Update: I offer my analysis of this issue in this 2011 post.] Chadwick Busk of The Fine Print blog told me about this item on Lexology (free registration required) by Patrick T. Sharkey of Jackson Walker LLP. I hope Patrick doesn’t mind if I quote extensively from it: A recent Texas Supreme Court decision highlights the importance of thoughtful drafting. … Read More
