[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
On December 3, I’m giving a public “Drafting Clearer Contracts” seminar in Toronto with my longtime partner, Osgoode Professional Development. For more information, go here. But I’m particularly interested in what comes after that: On December 4, I’m doing for the first time a new seminar entitled—excuse me while I catch my breath—”Advanced ‘Drafting Clearer Contracts’: An Intensive Program in … Read More
I spotted an oddity in section 1(a) of the contract providing for Jeff Bezos’s purchase of the Washington Post. Observe where the defined-term parenthetical is positioned (italics added): To the extent not already owned by the Post Subsidiaries, the Transactions shall include the transfer to the Purchaser or the Post Subsidiaries of any other assets primarily related to the Post Business (other than … Read More
A tidbit to come out this week’s panel discussion at Notre Dame Law School (see this post) was, courtesy of Glenn West, a citation to a poignant Florida case, Espresso Disposition Corp. 1 v. Santana Sales & Mktg. Grp., Inc., 105 So. 3d 592 (Fla. Dist. Ct. App. 2013) (PDF here). This post is on Contract-Automation Clearinghouse. To see the … Read More
I made it a point to have outside lawyers play a part in my course at Notre Dame Law School. I don’t know from pedagogy, so not a lot of forethought went into that decision. I simply figured that I should try to give my students a glimpse of the role of contract drafting in the larger world, rather than just the … Read More
This post by Mark Anderson last week used the title I had planned on using for a post of my own. Rather than launch a denial-of-service attack on IP Draughts, or send the boys round to see Mark, I decided to embrace the coincidence. Read our respective posts for deep insight into our creative processes. Or not. Next up, Mark … Read More
As one of their assignments, students taking my course at Notre Dame Law School drafted an employment agreement. Necessarily, I prepared one too. I based it on something I had drafted a few years ago, for a redrafting project at another school. My version used the defined term the Executive, as that was the defined term used in the contract that formed the basis … Read More
Don’t worry, this isn’t a discussion about where to put the apostrophe in attorneys’ fees. (But, yes, it goes after the s, to avoid getting into fights over whether it covers fees of just one attorney.) Instead, my beef is with the word attorney. Recently I saw the following in this “Gentleman Scholar” column: What’s the difference between a lawyer … Read More
As one of their assignments, last week my students at Notre Dame Law School analyzed the verb structures in the “SOW terms & conditions agreement” that goes with Cisco’s advanced services statement of work (here). Obviously, I had to perform an analysis of my own. One thing that caught my eye was use of nor shall in the following: The receiving party shall at all times … Read More
