Rejoice! You can now register for the following 2016 “Drafting Clearer Contracts” seminars in the U.S.: Austin, TX, 24 March Pittsburgh, PA, 21 April Chicago, IL, 19 May Morristown, NJ, 9 June Seattle, WA, 23 June If you want to be reminded why I’m the only solo guy Thomson Reuters sends around the U.S. doing CLE seminars, and why more … Read More
I don’t do “Notes from the Road” posts as often as I used to. That’s inevitable—something can be novel only once, so subsequent visits to a given city lend themselves less to travelogues. But last week saw me visit for the first time in my professional capacity a city I’ve visited often—Cambridge, England. After my public seminar at University College London on … Read More
Remember without limiting the generality of the foregoing? (See MSCD 13.763–70 and this 2006 post.) Well, allow me to introduce you to its equally evil twin, in furtherance of the foregoing. They serve the same function, to the extent they can be said to perform any function. In fact, they’re sometimes conjoined: in furtherance of the foregoing and not in … Read More
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
