A topic of particular interest to me is the ways in which contract terminology used by those practicing in common-law jurisdictions doesn’t make sense in a contract governed by the law of a civil-law jurisdiction. It’s a topic I’ve touched on sporadically; see for example this 2009 post on enforceability of time is of the essence provisions in civil-law jurisdictions. … Read More
From MSCD 4.94: In the interest of consistency and to facilitate revisions, when referring to two or more subsections of the same section, repeat the section number. For example, say section 6(b) or 6(c) instead of section 6(b) or (c). But another reason for this practice came to mind when I looked at the language at issue in this morning’s … Read More
Today I saw this post by Francis Pileggi on the Delaware Corporate & Commercial Litigation Blog. It’s about the recent opinion of the Delaware Court of Chancery in Cyber Holding LLC v. CyberCore Holding, Inc. (PDF here). Cyber Holding LLC (“Seller”) sold CyberCore Corporation (the “Company”) to CyberCore Holding, Inc. (“Buyer”) (what an imaginative bunch of names) in a transaction that closed in … Read More
Some of you will recall that in December 2010 I launched Koncision Contract Automation and the accompanying website. I shut it down in June 2014, but it was irrelevant long before that. A few days ago I announced a new business, Adams Contracts Consulting. The factors behind the demise of Koncision are the same as the factors behind my starting Adams … Read More
A few months ago someone contacted me about redrafting their organization’s template confidentiality agreement. It was a simple enough matter, and after some back and forth, I was ready to start. Then I had a phone call with a colleague of my initial contact. I soon gathered that this person didn’t have in mind my redrafting the template. Instead, I would … Read More
Via this post by @bobambrogi, I learned that Adobe has made public a 30-page document called The Adobe Legal Department Style Guide, to encourage others to use it and adapt it for their own legal departments and law firms. Here’s why I’m writing about it: This document applies to all In-House Legal Department communication and documents, but has a special focus … Read More
I’ve created a new business, Adams Contracts Consulting LLC. We help companies make their template contracts clearer, more concise, and more effective. We also help companies automate their templates, using ContractExpress. Why a new business? After all, I’ve long had “Consulting” as an item on the menu bar of this site. I’m putting those activities in a new business simply because … 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
Yesterday I revisited in this post use of sole and exclusive in granting language in a license agreement. Well, we’re not done, because yesterday I saw the following in a contract: Acme hereby grants Widgetco an irrevocable, worldwide, paid up, royalty-free, exclusive license … That caused me to wonder about paid-up (it’s a phrasal adjective, so I’d use a hyphen) and … Read More
To accompany my previous two posts (here and here) on issues relating to language used in governing-law provisions, here’s another: Do you say that the law in question governs the contract or, alternatively, that the contract is governed by the law in question? (This is a context where the passive voice is largely harmless.) Or do you refer to interpretation or … Read More
