The other day a law-firm partner who specializes in M&A called me to discuss the terms fraud and intentional misrepresentation. He noted that it’s commonplace for both terms to be used in specifying exceptions to limits on indemnification. Here’s the sort of provision he was referring to (I haven’t attempted to clean it up): Notwithstanding the above, the Basket and … Read More
The following is from this article by Drew Combs on the AmLaw Daily: Latham & Watkins and Manatt Phelps & Phillips are the targets of a malpractice lawsuit filed by ECC Capital Corp., which accuses the firms of botching a deal to sell its mortgage-origination business and a subprime-loan portfolio to Bear Stearns & Co. … In the suit–filed on … Read More
On the Law Technology News website is “The Law of Unintended E-Consequences,” an interesting article by Stanley P. Jaskiewicz, a member of the Philadelphia law firm of Spector Gadon & Rosen. It discusses how boilerplate that is easily skimmed over can end up acquiring unexpected significance. The article mentions me, but that’s not how it came to my attention. Honest.
This from reader Chris Lemens: This bugs me. I see a lot of nondisclosure agreements. A typical definition of the information protected by such an agreement includes a notion that the information is “confidential or proprietary.” The “proprietary” part just seems wrong to me. So what if the information is owned as property? A company’s website is owned as property, … Read More
Last week I was at West’s headquarters in Eagan, Minnesota, with a dozen or so journalists and bloggers, attending a series of presentations on WestlawNext, the next generation of Westlaw. After some five years of development, it’s being launched today. Others who were in Eagan with me have already offered their thoughts on WestlawNext. I now do so. And I … Read More
The following oddity from a reader: When is an amendment not an amendment? When it’s a separate agreement! From the introductory paragraph of a supplier’s attachment to another agreement: IMPLEMENTATION ASSISTANCE AMENDMENT NUMBER ONE TO BASIC LICENSE AGREEMENT NUMBER [redacted] CUSTOMER: [redacted] This Amendment, together with the terms and conditions contained int he Basic License Agreement, dated January ___, 2010 … Read More
Yesterday I spent the day at West’s headquarters in Eagan, Minnesota, with a dozen or so journalists and bloggers being introduced to WestlawNext, the next generation of Westlaw. More about that next week, when WestlawNext is launched. But kicking the tires of WestlawNext caused me to consider how computer-assisted legal research is used in contract drafting. I invite you to … Read More
In chapter 15 of MSCD and in this May 2007 post (which has attracted 32 comments) I explain why using ragged right margins makes word-processing documents easier to read. It’s a no-brainer—you may think that full justification looks “professional,” but typography experts are unanimously in favor of ragged right for word-processing documents. (Books and other works prepared using typesetting software … Read More
Via Twitter, I came across a blog post entitled “Effective Contract Drafting: A Subversive Manifesto.” It’s by William Carleton, partner at a Seattle law firm. It begins as follows: It’s always best to say what you mean as clearly and as simply as you can, right? Maybe. … Ambiguity, however, is indispensable to the drafter of commercial contracts. At this … Read More
If you’re the sort who routinely rummages in the entrails of commercial contracts, you might well find of interest D.C. Toedt’s website On Technology Contracts. D.C. Toedt (pronounced “Tate”) is a business lawyer with an intellectual-property and software-law background. He’s in private practice in Houston; I owe him a debt of gratitude for having introduced me to Ninfa’s on Navigation … … Read More
