In a recent post on one space versus two, I cited The Complete Manual of Typography, by James Felici. Since then, I’ve continued reading this book, and I found very interesting what it had to say about the typeface Times New Roman: The most popularly used text faces today are Monotype’s Times New Roman and Linotype’s version of it, Times … Read More
I’ve been working on my preferred wording for recurring components of M&A contracts, such as the conditions to closing. This task has forced me to decide what terminology I wish to use in connection with obligations. “Obligation” Versus “Covenant” Let’s start with the word obligation itself. Why not use covenant instead? Black’s Law Dictionary defines obligation as follows: “A formal, … Read More
Earlier this week, during a marathon session of grading law-school assignments, my thoughts turned to words that, as a general matter, have no place in a contract. I have in mind humble words that are commonplace in narrative writing but strike a discordant note in contracts. Here are a few: Also; In Addition The relationship between any two items in … Read More
In August I posted this item about the dispute between Rogers Communications Inc. and Aliant Inc. (now Bell Aliant Regional Communications) regarding the role of a comma in a contract provision. I know that this dispute has received a lot of attention, but I was nevertheless surprised to see an article about it in today’s New York Times. (Click here … Read More
Osgoode Hall Law School’s Professional Development Program told me yesterday that they’re no longer accepting registrations for my November 6–7 drafting workshop in Toronto—it’s sold out! They are, however, starting to accept registrations for the next one, which will be on April 30–May 1, 2007. There are still openings for my seminars in Geneva, Switzerland. Geneva is, to say the … Read More
Last week I received an analysis of the 2006 amendments to the Delaware General Corporation Law. That reminded me of my one manuscript that never came close to becoming a published article—my critique of drafting usages in the DGCL. I wrote this manuscript about three years ago, when I was flailing around, seeking some way—any way—to turn my interest in … Read More
MSCD is a reference work rather than a textbook, so it doesn’t contain any teaching materials. That has probably prevented some teachers of contract drafting from using it as a course book. I’ve contemplated making available online a complete set of teaching materials, but that will have to wait. In the meantime, though, I can make available some items. Templates … Read More
Today I encountered another form of rhetorical emphasis to add to those noted in MSCD 13.37–38 and in my previous post on the subject. This is from a software license agreement: Licensor shall NOT indemnify, defend or hold Licensee harmless from and against any loss, cost, damage, liability, or expense (including reasonable legal fees) suffered or incurred by Licensee in … Read More
Recently someone from the plain-English camp chided me for disagreeing with “the more progressive view” that one should avoid shall in contract drafting. Such potshots are, I suppose, inevitable if you publish enough, and they’re best ignored. But what good is a blog if one can’t occasionally use it to set matters straight? So here goes: My critic says, in … Read More
Last week I held an all-day seminar for a group of lawyers from a big company. A good time was had by all—they asked plenty of questions and apparently came away thinking that my approach had real merit. Given that I recently posted an item suggesting how law-firm associates might navigate obstacles to change in drafting, this seminar got me … Read More
