Last June, Hexion Specialty Chemicals announced that it was walking from its $10.6 billion acquisition of Huntsman Corp. on the grounds that the capital structure for the combined entity was no longer viable and would render it insolvent. Hexion filed suit in Delaware, and on September 29, 2008, Vice Chancellor Lamb issued his opinion. One of Hexion’s claims was that … Read More
Yesterday I was at Dorsey & Whitney’s Minneapolis office. I gave my “Language and Layout” seminar there last year, but yesterday’s event was different. It was billed as “A Conversation with Ken Adams.” Bryn Vaaler—Dorsey’s professional-development partner—and I parked ourselves on the stage in Dorsey’s conference center and chatted for an hour about the world of contract drafting. But what … Read More
For diehard fans of and and or—you know who you are!—the case of Harrity v. Target Corporation, Civ. No. 07-3958 (D. Minn. Oct. 6, 2008), might be of modest interest. The plaintiff was seeking reimbursement under Target’s medical insurance plan, but the court granted summary judgment. Among other things, the following plan language was at issue: those health services and supplies … Read More
A few months ago a reader asked me what I thought of the phrase default or event of default. Here, belatedly, is my answer, along with my thoughts on a related phrase, has occurred and is continuing: “Default or Event of Default” The phrase default or event of default is a fixture of loan agreements. Usually default and event of … Read More
Another day, another unexpected contract usage. Today, I saw the following: Upon issuance of an oral or written work, service, or purchase order, Company thereby hires Contractor to promptly provide the products, materials, and supplies and perform the services set forth in the Order. What caught my eye was the use of thereby. It raises the issue of the limits … Read More
When in my seminars I discuss the phrase including without limitation, I’m sometimes asked what I think of for example. Here’s my answer: Don’t use for example in contracts to introduce lists of items, but by all means use it to introduce illustrative scenarios. First, let’s consider including. It can be used to introduce a list of obvious members of … Read More
The second edition of A Manual of Style for Contract Drafting has been out for less than two months, and we’ve already sold almost all of the first printing. So the response has been positive, to say the least. But I’d appreciate your input on MSCD‘s binding. The first printing used “Wire-O” binding, like that used for the Bluebook and … Read More
The lead item in the September 2008 YourABA, the ABA’s e-newsletter for members, is a Q&A with yours truly. Click here to go to it. Regular readers of this blog will not be astonished at what I have to say.
I’ve kicked the tires of a good number of information-technology tools aimed at making the contract process more efficient, but I hadn’t encountered a product that aimed to simplify the task of reviewing a contract drafted by the other side in a transaction. That changed when I was contacted last week by Scott Soloway, founder and president of Baseline Solutions … Read More
MSCD 3.38 invites readers to request a free 30-day trial of the Numbering Assistant, the paragraph-numbering tool developed by Payne Consulting Group that allows you to quickly and simply apply one of the two flavors of the MSCD enumeration scheme to any contract in Word. Well, Payne Consulting Group is finally in a position to respond to any such requests, … Read More
