Reader Jonathan Handel—he of the Digital Media Law Blog—sent me the following interesting inquiry: I’m wondering if you have any thoughts in regards to a gay rights issue related to drafting various corporate documents. This question may be on the edge as to whether it’s a drafting issue or a substantive one, but I figured I’d ask your thoughts. In … Read More
I recently leafed through Business Contracts: Turn Any Business Contract to Your Advantage (Entrepreneur Press 2007). The publisher was kind enough to send me a review copy. It’s by Laura Plimpton, a lawyer. As the title suggests, it aims to help businesspeople get to grips with contracts. In just under 200 pages, Plimpton discusses a broad range of contract issues. … Read More
Someone who does a lot of presentations to law firms recommended to me that when I field comments from the audience, I should avoid suggesting that I’m right and the speaker is wrong. I understand his point; after all, the customer is, in a larger sense, always right. But I find it hard to be too easygoing. Because contract language … Read More
Longtime reader D.C. Toedt pointed out to me this post on The Consumerist. It applauds the terms of use of a company called Aviary, in that it offers, in bullet points set out to the right of the full version of the terms of use, a plain-English summary of the provisions. (Click here to go to Aviary’s terms of use.) … Read More
This post isn’t intended for drafters so much as judges and litigators. In a recent bankruptcy case, In re IdleAire Technologies Corp., 2009 Bankr. LEXIS 343 (Bankr. D. Del. Feb. 18, 2009), the court had the following to say about “latent ambiguity”: The plain language of an insurance policy, however, can also be ambiguous, even when there is only one … Read More
Yesterday I got a call from a reader inquiring about verb use in my recommended form of introductory clause. I love that kind of inquiry. More specifically, he pointed to the introductory clause in MSCD sample 1. It begins as follows: This asset purchase agreement is dated May 3, 2008, and is between … He wondered whether it would be … Read More
I’ve belatedly updated the testimonials on the MSCD page of this site. To spare you having to click on the link, I’ve copied the testimonials below. I thank all those who were kind enough to provide testimonials. I have a particular soft spot for the one that potential MSCD readers are least likely to pay attention to, namely the one … Read More
In connection with one of my Calgary seminars, someone suggest that my treatment of best efforts doesn’t apply in Canada. I thought I should address that, because if my analysis doesn’t work for Canada, it doesn’t work anywhere. Chapter 7 of MSCD contains my analysis of efforts provisions, and I’ve also done a good number of blog posts on the … Read More
A few weeks ago, while driving my daughter Sydney somewhere in Garden City, I laid the following observation on her: If you have to take some action at a specified time, you’re likely going to be early or late, to a lesser or greater extent. That’s because any given time of day isn’t a period of time, but simply the … Read More
Drafters use the phrase time is of the essence to indicate that failure to meet a contract deadline constitutes grounds for termination. But as I explain in MSCD 12.394–403 and in this May 2006 blog post, saying Time is of the essence for purposes of this agreement is problematic, in that such provisions suggest that the draconian termination-for-any-tardiness standard applies … Read More
