Consider the following, the first expressed positively, the second expressed negatively: We’ll let you into the party only if you’re wearing a red carnation and a top hat. We won’t let you into the party unless you’re wearing a red carnation and a top hat. But it’s unlikely that you’d be admitted to the party if you were wearing only … Read More
Last month I considered in this post the relative merits of shall not … unless and may … only if, the former negative, the latter positive. I ended up opting for the former, at least provisionally. Now consider the following: An amendment to this agreement will be effective only if it is in writing and signed by both parties. An amendment to … Read More
Go here for my interview on Scholastica Blog about my recent course at Notre Dame Law School.
The current issue of The Australian Corporate Lawyer—the journal of the Australian Corporate Lawyers Association—contains my article Banishing Shall from Business Contracts: Throwing the Baby Out with the Bathwater (PDF copy here). What it has to say won’t come as a surprise to regular readers of this blog, but I expect that it will come as a surprise to plenty of … Read More
In this post I mentioned that I had asked my students at Notre Dame Law School to analyze the verb structures in the “SOW terms & conditions agreement” (available here) that goes with Cisco’s advanced-services statement of work. Well, I decided that some of you might find of interest my comments on how categories of contract language are handled in the first three … Read More
In November, I head to Asia—I’m giving seminars in Seoul, Tokyo, and Singapore. I’m particularly looking forward to my seminar in Tokyo. It will be my first trip to Japan in 25 years, and my first seminar in Japan. (For more information, go here.) I haven’t had much occasion to engage with Japanese contracts professionals. I expect that the seminar … Read More
Yesterday I saw an English template contract that had in the signature blocks three brackets (or rather, closing parentheses) one on top of the other. I recall Mark Anderson (aka @IPDraughts) have mentioned that practice at some point, so I asked him about it again. Here’s what he said: You are supposed to sign in the space to the right … Read More
A good number of law firms are ContractExpress customers. Goodwin Procter. Latham & Watkins. Perkins Coie. Wilson Sonsini. And so on. But recently I’ve spoken with a few BigLaw partners who have said that they don’t currently use contract automation and have no plans to do so. This post is on Contract-Automation Clearinghouse. To see the rest, go here. Contract-Automation Clearinghouse … Read More
[Updated October 24, 2014: The New York Court of Appeals affirmed the lower court’s ruling. (Go here for a PDF copy of the opinion; thank you to Steven Sholk for sending me a copy.) Here’s most of what the court had to say on this issue (citations omitted): Absent explicit language demonstrating the parties’ intent to bind future affiliates of the contracting … Read More
This summer I had the following exchange on Twitter with @DevonMSmiley: Having a spot of contract drafting writer's block…anyone have tips for how to break through it? — Devon Smiley (@DevonMSmiley) July 10, 2014 @KonciseD For me, it's having concepts and key words, but nothing is gelling into real language. But I do love the challenge! — Devon Smiley (@DevonMSmiley) … Read More
