Generally, action is better than gestures. But gestures can lead to action, so I’m amenable to gestures. For example, perhaps ten years ago I was surprised to have a training participant suggest that I not use guys when addressing the men and women in the group. At first I wasn’t convinced, but now, no guys. Similarly, in the past few … Read More
I’ll now revisit something I last wrote about in 2013: double materiality. Here’s a statement of fact (in the language of the Ancient Ones, a “representation and warranty”) and the associated bringdown condition, neither qualified by materiality: The Seller’s financial records contain no inaccuracies. The Buyer’s obligation to consummate the transaction contemplated by this agreement is subject to satisfaction of … Read More
Last week an exchange of emails with Alex Hamilton prompted me to rethink an aspect of the date you put in the introductory clause of a contract. That led to my doing this blog post over the weekend, which in turn led to this comment on LinkedIn that caused me to do further rethinking, which led to my badgering @writeclimbrun. … Read More
A couple of months ago I did this blog post about the redundant reference-point exception in the bringdown condition. Today we revisit the bringdown condition to consider an issue involving how the bringdown condition is modified by materiality. The bringdown condition allows one side to use inaccuracy in the other side’s statements of fact (traditionally referred to as representations and … Read More
The only way to escape contract dysfunction is to provide those who work with contracts an alternative to the copy-and-paste machine. The simplest and most effective alternative would be a subscription-based service offering automated contract templates. For as long as I’ve been researching contract language, I’ve wanted to create such a service. That’s no accident: I’ve always had in mind … Read More
Check out the screenshot above. By saying what time zone doesn’t apply for determining the date of the contract (New York time), it in effect says that Macau time (I assume) applies. It would have been clearer to say “(Macau time)” after the date of the contract, but that’s a quibble. So, is it a good idea to say which … Read More
If you’re involved in organizing your firm’s summer program and are wondering what training activities you might offer, you could do worse than sign them up for their own series of my online course Drafting Clearer Contracts: Masterclass. For more about Masterclass, go here; for testimonials, go here. If you’d like to discuss the possibilities, contact me.
[Updated 7:30 a.m. Eastern Time, 25 March 2022] Today in a session of my online course Drafting Clearer Contracts: Masterclass, we found ourselves discussing the phrase except to the extent prohibited by law (and its variants). It’s used to modify obligations. Isn’t it redundant?, someone asked. If you don’t perform the obligation because to do so would be against the … Read More
I’ve just posted details of two new series of Drafting Clearer Contracts: Masterclass: Masterclass (23) begins on 11 May 2022 at 9:00 p.m. Eastern Time (US and Canada), which would work well for participants in Australia. And China. And Singapore. And Japan. And the Philippines. You get the idea. Masterclass (24) begins on 16 June 2020 at 11:00 a.m. ET. … Read More
Readers alerted me to an article in the journal Cognition entitled Poor Writing, Not Specialized Concepts, Drives Processing Difficulty in Legal Language (here). It’s also the subject of this item in MIT News. This article tells us nothing we don’t already know. It’s by Eric Martinez, a recent law school graduate and licensed attorney who is now a graduate student … Read More
