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
The other day, a reader of this blog—I’ll call him John—contacted me about a problematic bit of contract language. (I’ll refer to it as “John’s language,” although he didn’t draft it.) To him, it was something of a mysterious nuisance, but when I read it, my heart went pitter-patter, in that I saw that it would give me the opportunity … Read More
During the term of this agreement seems an innocuous enough phrase, but more often than not it’s redundant. The default rule is that contract provisions that directly address party actions remain in effect only during the term of the contract. That means that if you use during the term of this agreement to modify language of obligation, discretion, or prohibition, … Read More
In my recent article on using wikis in the contract-drafting process, I suggested that a simpler way to capture the collarborative aspect of wikis without any of the anarchy would be to use an online-collaboration tool such as Google Docs. So today I noted with interest an article in Legal Technology entitled “Time for Lawyers to Collaborate in Real Time.” … Read More
