Remember my article Bamboozled by a Comma: The Second Circuit’s Misdiagnosis of Ambiguity in American International Group, Inc. v. Bank of America Corp.? Well, it’s now in print, in The Scribes Journal of Legal Writing. Go here for a PDF. The citation would be to 16 Scribes J. Legal Writing 45 (2014–15). The article seeks to debunk a variant of the principle of interpretation known as … Read More
I’ve previously mentioned that on 2 November 2015 I’ll be returning to University College London to do a public “Drafting Clearer Contracts” seminar with the UCL Faculty of Laws. Well, registration is now open: go here. Check out toward the bottom of the page testimonials from people who took part in last year’s UCL seminar. And I just came back from doing … Read More
In addition to analyzing topics that are entirely new to me, part of what I do is fill small gaps in MSCD‘s coverage. So in that spirit, here’s a neat little gap-filler, fed to me by a law student. The case is IPE Asset Management, LLC v. Fairview Block & Supply Corp., 123 A.D.3d 883, 999 N.Y.S.2d 465 (2014) (PDF here), … Read More
Last night I saw the following tweet from @kemitchell: @KonciseD Can I sub "now assigns" or "presently assigns" for "hereby assigns" to exclude the habitual? Matter how the K is dated? MSCD 3.20 — Kyle E. Mitchell (@kemitchell) April 27, 2015 Ah, variants on a category of contract language, namely language of performance! Here’s the relevant bit of MSCD 3.20: … Read More
Yesterday ContractsProf Blog published this guest post by Tina Stark. It serves as a reminder that drafters should distinguish sale of a company from a shareholder’s selling shares. It also serves as a reminder that there are different ways to sell a company. Here’s the gist of it, from Tina’s post: In Buckingham v. Buckingham, 14335 314297/11, NYLJ at *1 (App. Div., 1st, Decided … Read More
Recently Eric Goldman (otherwise know as @ericgoldman) alerted me to In re SuperMedia, Inc., an opinion by the Delaware U.S. Bankruptcy Court. (Go here for a PDF copy.) It has a lesson to offer regarding how to avoid confusion over whether contract terms apply to changed circumstances. Marketing company SuperMedia had a contract with Yellow Pages Photos, Inc., a provider of stock … Read More
There’s style, and there’s substance, no? Well, not quite. Some drafting decisions don’t affect meaning. That includes all decisions relating to the look of a document. It also includes some decisions regarding wording. Witless archaisms such as witnesseth don’t affect meaning. And consider Acme may purchase the Shares and Acme is authorized to purchase the Shares. I recommend using the version … Read More
In addition to bringing in outside lawyers to take part in my “intensive” Contract Drafting course at Notre Dame Law School (as described in this post), I wrapped up the course with a drafting project for an outside organization. More specifically, we prepared our version of a new template contract for Girl Scouts of the United States of America (GSUSA). … Read More
Here are some thoughts I put together for the recent IACCM “ask the expert” call that I did with Tim Allen, Business Integrity’s vice president–North America. I usually spend most of my time discussing what ails traditional contract drafting—dysfunctional language and the dysfunctional copy-and-paste process. But a lot of us are now all too familiar with the problems, so I’ve … Read More
The May 16 issue of the Canadian periodical The Lawyers Weekly contains my article With “Efforts” Provisions, Reasonable Is Better Than Best. Go here for a PDF. It’s addresses the Canadian caselaw, but it should be of interest to anyone who has wondered about how to handle best efforts versus reasonable efforts or any other efforts variant.
