Here’s a story told in this post on the BeLabor the Point blog: A contract between a company and a departing employee stated that the company would pay the employee “an annual salary in the amount of $56,398.68 pro rata from the Termination Date of April 1, 2013 through May 24, 2013.” The company subsequently issued the employee four checks, one every two … Read More
Does the word actual have a role to play in contracts? Sure, when it’s used to draw a contrast with some other attribute: any actual or alleged damage their actual or potential adverse impact Or when a word arguably some other, non-actual meaning. Referring to actual knowledge is appropriate to avoid anyone suggesting that you’re referring to imputed knowledge. But … Read More
Via this post by Tim Cummins, I learned of this article in the National Law Journal by Mark Harris, chief executive officer of Axiom, “a provider of technology-enabled legal services” (to quote the author note). In the article, Mark describes the costs and risks of an improvised approach to managing the contract process. He then proposes an alternative, offering as an example steps taken by … Read More
Recently I did in Toronto a day-long workshop entitled “An Intensive Program in the Categories of Contract Language.” “The categories of contract language” is my term for issues relating to use of verb structures in contracts, including how to express obligations, the distinction between obligations and conditions, and appropriate use of the word shall, among many others. Handling the categories … Read More
At one of my recent Toronto seminars, a participant mentioned something about how a trust cannot enter into a contract. So I followed up by asking Amy Morris Hess about this. She teaches at the University of Tennessee College of Law and is a prominent authority on trusts and estates. (She’s the successor author of the leading treatise in trust and … Read More
One reason I keep an eye on Twitter is that occasionally random bits of interesting drift by. For example, behold the following: Is this a confusion of effort standards? – Contractor will use its best efforts to complete the project in a commercially reasonable time — Andrew Share (@ContractClutter) December 3, 2014 First, the issue isn’t “best efforts” being combined with … Read More
Here’s what it takes to be a great contract drafter: Know the deal mechanics. As a drafter, it’s your job to express the transaction in a way that advances your client’s interests most effectively. You can’t do that unless you’re aware of the full range of options for structuring the deal. I don’t mean to suggest that you yourself have to possess … Read More
[Updated December 9, 2014] One of the privileges of blogging is that it gives you the opportunity to talk utter BS without doing much damage. A case in point is this post, originally published on August 4, 2014. To recap, the issue was whether one of the two following alternatives was preferable to the other: Acme shall not sell the Shares unless … Read More
In this 2013 post I wrote about LawInsider.com, a searchable database of the SEC’s EDGAR system. I followed that with an update in this July 2014 post. In each case, the guy behind LawInsider.com, Preston Clark, chimed in with comments. Well, Preston recently let me know that a “clause search” function has been added to LawInsider.com. Preston describes it in … Read More
I’m pleased to announce that I’ll be giving public “Drafting Clearer Contracts” seminars in Zurich, Switzerland, on Wednesday, 15 April, and Thursday, 16 April 2015. The seminars will be held at the headquarters of ABB Asea Brown Boveri Ltd. For more information, go here.
