I love it when I spot an issue and analyze it, and subsequently a case comes down that hinges on exactly that issue. You may recall that in this June 2007 post I discussed two subtle issues involving may. One issue involved limited discretion and the expectation of relevance. Here’s what the manuscript of MSCD2 has to say about this: … Read More
Here’s another fresh extract from the manuscript of MSCD2. It’s from the section “The Title,” and it addresses at greater length something I mention in MSCD 2.3: And don’t feel obligated to track the terminology of state statutes. For example, statutes in Nevada, New York, and other states use the term “plan of merger.” As a result, it’s commonplace for … Read More
I’ve snickered at the notion of contracts under seal, but I’ve never studied the topic. Here’s what I found out: In medieval England, a seal—consisting of wax attached to a writing and bearing an impression—served as a marker to identify the parties to an agreement. As literacy increased, signatures slowly replaced seals as identifying markers. And the value of seals … Read More
On April 1 I’ll be giving my “Contract Drafting—Language and Layout” seminar in Vancouver, B.C., for the first time. Click here for the brochure. As with my Toronto seminars, my host will be Osgoode Professional Development. The Toronto seminars have gone very well, so I expect the same for Vancouver. Come one, come all!
Here’s a paragraph from the manuscript for MSCD2. It’s so fresh that steam is still rising from the words: An internal cross-reference that consists of only a number gives the reader no indication of what’s addressed in the specified provision. That’s why in some contracts each cross-reference includes the heading of the article or section in question, as in article … Read More
In this November 2007 post, I suggested that the phrase at any time is always extraneous. Well, the same goes for from time to time. Used With Language of Discretion The phrase from time to time is used to mean, in essence, “on one or more occasions.” It’s only used with language of discretion, as it wouldn’t make sense to … Read More
On Wednesday, January 9, at 1:00PM Eastern Time, the Law Department Management Committee of the Association of Corporate Counsel will be holding their monthly teleconference. I’ll be the featured speaker—starting around 1:30PM I’ll be talking, for 15 minutes or so, about “Issues of Quality and Process in Handling Your Contracts.” That will be followed by 15 minutes of questions. It … Read More
In a recent post I said that along with switching from Times New Roman I’d be abandoning underlining in favor of bold. But here’s a related question: I’ve previously used underlining to emphasize section headings, each defined term when it’s being defined, and references to exhibits and schedules. (See MSCD 12.9.) Should I use bold in all those instances, or … Read More
In this comment to an October 2007 post, reader Michael Fleming said the following: Speaking of things we find in the introductory clause—How about some research and commentary into the British drafting habit (or is it a requirement???) of including the “company number” as part of the name of the corporate party (e.g., “Top Hat, Ltd., a United Kingdom corporation, … Read More
This might be of interest to anyone who has followed the litigation between United Rentals, Inc. and the RAM entities. (Click here for my previous post on the subject.) A sideshow in the litigation was the expert report of Professor John C. Coates that the RAM entities submitted to the court and how Chancellor Chandler dealt with that report. In … Read More
