Let’s tour the universe of alternative defined terms. Alternative Defined Terms for Party Names In MSCD 2.40 I note that drafters sometimes give alternative defined terms for a party name (as in “Acme” or the “Company”). Doing so serves no purpose and inflicts on the reader the burden of remembering that Acme and the Company are one and the same. … Read More
Via Ray Ward of the (new) legal writer, I learned that Lowering the Bar had a take on the saga of the contract written in blood. I’d previously heard about this story but I didn’t think it had much bearing on what I do—my notion of what falls under the rubric “contract drafting” isn’t broad enough to include handy hints … Read More
Don’t use Etc. in section headings, as in “Effect of Merger, Consolidation, Etc.” It conveys the impression that the drafter couldn’t be bothered to come up with a suitably all-encompassing heading. And it’s hardly informative. Some drafters get quite carried away with using Etc. in headings. A UST Inc. credit agreement filed with the SEC on July 3, 2007, uses … Read More
Today’s case is Mary J. Baker Revocable Trust v. Cenex Harvest States, Coops., Inc., 2007 MT 159 (Mont. 2007). (Click here for a copy.) In order to build a crude-oil pipeline in Montana, Cenex acquired easements from landowners by entering into right-of-way agreements with them. The agreements contained the following provision: [Grantors] do hereby grant, sell and convey unto [Cenex] … Read More
The “Contract Drafting—Language and Layout” summer tour continues! Next up is Jones Beach New York on Wednesday, July 18th, Seattle on Wednesday, July 25th, and Boston on Thursday, August 2nd. For more information, go to the “Public Seminars” page of my website. So far I’ve done L.A., Dallas, and Chicago. Interestingly enough, the dynamic has been slightly different in each … Read More
It’s commonplace to refer in a contract to effectiveness of something or other—a merger, perhaps, or a registration statement. That’s unobjectionable. But I’m dubious about using the defined term Effective Date in a contract to refer to effectiveness of that contract. This occurs in various ways. First, Effective Date is sometimes used to refer to the date stated in the … Read More
I subscribe to the RSS feed of Mondaq.com, a repository of law-firm white papers, newsletters, whatever you want to call them. Occasionally something will show up that falls within my bailiwick, and last Friday I spotted a white paper issued by the English law firm Lawrence Graham LLP entitled “Drafting Contracts: How Useful Is the Boilerplate?” I set it aside … Read More
In this blog post, I described how in certain circumstances you might want to date a contract by having the parties date their signatures rather than by including a date in the introductory clause. I also mentioned how adopting that approach would require that you use a different concluding clause than the one you’d use if you were to state … Read More
Eric Goldman—he of the Technology & Marketing Law Blog and Goldman’s Observations Blog—recently told me about an interesting case, EEOC v. Regal-Beloit Corporation, 2007 U.S. Dist. LEXIS 31818 (W.D. Wis. May 1, 2007). (Click here for a copy.) It relates to what can happen when you say to the other side in a transaction that you have a deal, subject … Read More
Today’s issue of the New York Law Journal contains my article “Wordsmithing.” Click here for a pdf reprint; it’s also available on the GC New York website (free registration required). Regular readers of this blog will recognize the recent cases I refer to. And the article contains “before” and “after” versions of a contract extract. For a more extensively annotated … Read More
