Online legal-documentation vendor LegalZoom has been embroiled in a class action alleging that LegalZoom was engaged in the unauthorized practice of law by selling to Missouri consumers. A couple of weeks ago, LegalZoom and the plaintiffs agreed in principle to settle. (For more on the settlement, see this WSJ Law Blog post.) The settlement renders moot last month’s order of the … Read More
Via this post on the California Corporate & Securities Law blog, which is maintained by Keith Paul Bishop of Allen Matkins, I learned of the recent Ninth Circuit opinion in WPP Luxembourg Gamma Three Sarl v. Spot Runner, Inc. (go here for a PDF copy). This dispute involved a second amended and restated right of first refusal and co–sale agreement—what … Read More
In case it’s of any interest, I’ve prepared a hyperlinked list of all my posts, on this blog and the mothballed AdamsDrafting blog, relating to the contract process. Go here for a PDF copy.
Syntactic ambiguity is ambiguity that arises due to uncertainty regarding which part of a phrase a given word modifies, or which part of a sentence a given phrase modifies. Syntactic ambiguity can arise in any kind of writing, and examples occurring outside of contracts can be instructive for contract drafters. Reader Sean Gajewski, a third-year student at Hofstra University School … Read More
Today’s post at Attorney at Work is “Give Final Documents a Good Scrubbing,” by Deborah Savadra. It’s a useful reminder of the simple steps you can take to avoid creating problems for yourself by unwittingly sending the other side a draft that discloses information you’d rather not have disclosed. Information doesn’t have to constitute a state secret in order for … Read More
The ABA Journal is looking for suggestions as to which blogs to include in the 2011 “Blawg 100″—its list of “the 100 best legal blogs.” That prompted me to ponder what I think of “best” lists of this sort. The Blawg 100 has prompted a measure of skepticism and harrumphing in the blogosphere. Of course, I might be decidedly biased, … Read More
I’d appreciate your thoughts on the phrase “by wire transfer of immediately available funds”. Are wire-transfer funds always immediately available? If not, why not? Is it a function of the person paying or the person receiving? What, if anything, does the Uniform Commercial Code have to say? How do things work outside the U.S.? Would some other formulation be clearer?
The opinion just issued by the Eighth Circuit Court of Appeals in Anderson v. Hess Corporation (go here for a PDF copy) primarily concerns the phrase “drilling or reworking operations”. It occurs several times in the five mineral leases at issue. Does “drilling” constitute a noun, or is it an adjective modifying “operations”? In other words, the question posed was, … Read More
I’m gearing up for the fall seminar season. Here are the public “Drafting Clearer Contracts” seminars I’ll be giving through the end of the year: Boston, MA, September 15 (Hey, Bingham associates—it’s being held in your building!) Minneapolis, MN, October 12 Washington, D.C., October 25 New York, NY, November 2 Toronto, ON, November 16 Santa Clara, CA, December 8 I … Read More
In its recent opinion in Kevin M. Ehringer Enterprises, Inc. v. McData Services Corp. (go here for a PDF copy), the Fifth Circuit Court of Appeals reversed a jury award and granted a defendant’s motion for a judgment as a matter of law—the defendant’s “best efforts” promise wasn’t an enforceable promise and so couldn’t form the basis of a fraudulent-inducement … Read More
