For a while now I’ve been harping on about how courts should admit expert testimony on ambiguity. (For my most recent statement on the subject, see the bottom of this post.) But from private conversations, I’ve gotten the sense that even if admitting expert testimony on ambiguity makes sense, judges aren’t keen to do anything that would add to paperwork … Read More
Here’s how the overseas one-day and two-day “Drafting Clearer Contracts” seminars are shaping up through the end of the year: Bangkok, 6–7 August (with Marcus Evans): For more information, go here. Kuala Lumpur, 10–11 August (with Marcus Evans): For more information, go here. Doha, 18–19 October: This is still in the planning stages; details to come. London, 2 November (with University … Read More
I used to think that trade groups were a promising route to change. After all, they should have a broad perspective. They should be able to achieve economies of scale. And they should have resources. But I no longer take that for granted. Change involves determining that the current way of doing things doesn’t work as well as it should … Read More
Longtime readers will know that I have no time for the notion of “tested” contract language—instead of continuing to use confusing contract language because a court has had occasion to attribute meaning to it, I prefer to state meaning clearly. So instead of relying on caselaw to tell me how to draft contracts, I find caselaw mostly useful for the … Read More
What, you want another example of a court mishandling its analysis of potential ambiguity? My SuperGuide post (here) wasn’t enough for you? OK, if you insist … Reader Zach Courson alerted me to a recent opinion of the North Carolina Business Court, Medfusion, Inc. v. Allscripts Healthcare Solutions, Inc., No. 14 CVS 5192, 2015 WL 1455680 (N.C. Super. Mar. 31, 2015) (PDF copy here). … Read More
In this post from last year I mentioned how I was about to start a program of one-on-one coaching with someone from the procurement department of a major company. A few months later, I did the same sort of thing with an associate from one of the big law firms. Yesterday I was asked if I would be available to do further … Read More
I noticed this post on Keith Bishop’s California Corporate and Securities Law blog, on the meaning of the verb “permits” in a proposed change to the securities regulations. Here’s the relevant bit of Keith’s post: The verb “permit” means to give assent to some action or event. This implies an affirmative action on the part of the registrant. Applying this … Read More
Yes, the phrase represents and warrants is a fixture in contracts. And it won’t disappear from the scene any time soon. But now that my article (this one) is out there, I can declare that represents and warrants is a zombie usage. And no, it’s not like one of those fast zombies. Fast zombies are badass. Instead, represents and warrants is like … Read More
My article Eliminating the Phrase Represents and Warrants from Contracts is now available. It’s in the latest issue of Transactions: The Tennessee Journal of Business Law. Go here for a PDF. This article shows that it’s pointless and confusing to use represents or warrants in a contract to introduce statements of fact. It recommends that instead you use states to introduce … Read More
In two ways, my approach to seminar testimonials has changed over the years. First, I no longer include the name and organization of the person providing a testimonial: I don’t think that information enhances the value of the testimonial, and I’m sure that many people who otherwise would give testimonials decline to do so because they don’t want me parading … Read More
