In this post at ContractsProf Blog, Stacey Lantagne writes about Northglenn Gunther Toody’s, LLC v. HQ8-10410-10450 MELODY LANE, LLC, No. 16-CV-2427-WJM-KLM, 2018 WL 1762611, at *2 (D. Colo. Apr. 12, 2018) (PDF here). Here’s my take on this dispute. The Opinion The plaintiff operated Gunther Toody’s, a 1950s-style restaurant in a mall. According to the […]
A Nuance of Vagueness
I’ve long wrestled to articulate what I sensed was a distinction between two vague words, promptly and substantial. Here’s my latest attempt: Different vague words might pose different challenges. For example, in a given context the time constraints might be clear-cut enough so that there’s little room for dispute over what’s required for a party […]
A New Taxonomy of Vagueness in Contracts
This contains my first attempt at expressing something I’ve been mulling over for a while—the notion of “floating vagueness.” I’m prepared for it to end up in the dustbin. [Updated 25 June 2016: Hey guess what, it did end up in the dustbin! I found a way to express more simply the concepts I was groping […]
On Not Indulging in Different Ways to Say “Promptly”
Today I saw the following in a contract on EDGAR (emphasis added): Owner shall provide Contractor notice (which may be oral or by electronic means) of such non-compliance and Contractor shall correct such non-compliance right away … So add right away to the list of alternative ways of saying promptly. MSCD 13.536 already offers expeditiously, as […]
When You’re Not Specific Enough in How You Use “Reasonable”
Last week reader Andy posted here a comment asking for advice regarding unplanned changes to a new apartment. Usually I can’t do much with such comments, as I’m not about to get involved every dispute that comes along. But I thought this comment raised an interesting issue, so here it is: I have a question […]
You Cannot Be “Serious”!
The severability provision offered in the article I mention in this post includes the following phrase: … provided the reason for the invalidity or unenforceability of a term is not due to serious misconduct by the Party seeking such compensation. To which I say, “You cannot be ‘serious’!” The word serious falls into that category […]
“Generally”
Here’s what Garner’s Modern American Usage has to say about generally: generally has three basic meanings: (1) “disregarding insignificant exceptions” <the quality of the acting is generally very high>; (2) “in many ways” <he was the most generally qualified applicant>; and (3) “usually” <he generally leaves the office at five o’clock>. In contracts, the word […]
“Usually”
The problem with the word usually isn’t just that it’s vague. Instead, it’s that it exhibits the free-floating vagueness that we previously encountered in substantially (see this 2011 post)—vagueness uncoupled from a reasonable-person standard. How often does something have to occur for it to occur usually? Who knows. I’m not comfortable with that level of […]
When Vagueness Meets Imprecision
Here’s my attempt at articulating, for the first time, the interplay of vagueness and imprecision. Excuse the lack of hyperlinks to analysis of the different terms I mention. Vagueness is a function of uncertain borders. It’s nice to be precise, but in some contexts you have to resort to vagueness by using, for example, the […]
Using the Terms “Negligence” and “Gross Negligence” in a Contract
In this recent post I considered whether there’s any point in providing in a contract a definition of the term gross negligence. And in this other recent post I considered the adjective wanton. But both posts were inadequate, so I offer instead in this post a broader look at use of the terms negligence and […]