For data nerds, recent years have seen relentless progress. More! Better! Cheaper! But that’s not the case for one subgroup—contract nerds. Many moons ago (2006), I wrote here about word-searching exhibit 10 filings on the U.S. Securities and Exchange Commission’s EDGAR system. The SEC requires that companies file their “material contracts” on EDGAR using the “exhibit 10” designation. So exhibit 10 filings represent … Read More
Warning: The following is for serious defined-term geeks only. MSCD 6.18 says, “Put any set of autonomous definitions in alphabetical order.” I’d like now to suggest an exception that could apply when two or more autonomous definitions are placed “on site” in their own subsection (as opposed to being placed with other autonomous definitions in a definition section). But at the … Read More
Consider the following, which relates to the consequences of Acme’s cancelling a purchase of equipment: Acme shall reimburse the Vendor for reasonable expenses that the Vendor incurs in connection with manufacture of the Units being cancelled. Hmm. Does that mean Acme has to reimburse only expenses incurred after cancellation? Arguably. Now consider this: Acme shall reimburse the Vendor for reasonable … Read More
Although the way I’ve chosen to earn my living has its challenges (like any other), there’s one aspect of law-firm life that I don’t miss: the sense of panic that would come over me on realizing that I might have left something out of a draft contract or made some other drafting mistake. It could strike at any time, and … Read More
Reader Vance Koven prodded me to look at this post by Marianna Brown Bettman on her blog Legally Speaking Ohio (via this post on ContractsProf Blog). It’s about an appellate decision involving a contract between a general contractor and a subcontractor. Here’s the language at issue: Receipt of payment by contractor from the owner for work performed by subcontractor is … Read More
It’s West LegalEdcenter’s sensible policy to pull webcasts after a couple of years. It follows that they’re no longer offering the “Drafting and Reviewing Confidentiality Agreements” webcast that I did for them in 2012. Well, I’m comfortable saying that the state of the law and practice is such that the webcast is still entirely relevant. So rather than let it languish, I’m now making it … Read More
So, how long have I been doing this? About fourteen years? Well then, how come it has taken me this long to write about wherefore? Excuse me, WHEREFORE. There’s archaic, then there’s bizarro archaic. WHEREFORE falls into the latter category. One meaning of wherefore is “why,” as in “Wherefore art thou Romeo?” Another meaning is “as a result of which,” “therefore.” I’ve … Read More
A couple of weeks ago I saw this article in City Journal, a U.S. quarterly, by John O. McGinnis, a professor in constitutional law at Northwestern Law School. The title is Machines v. Lawyers. It covers five “key areas,” but given my interests, the following passage, regarding “legal forms,” was what caught my eye: … This post is on Contract-Automation … Read More
I was vaguely aware of news accounts of the contract travails of Jimmy Graham, a player for the American football team the New Orleans Saints. But it was only after reading this post by Megan E. Boyd (aka @LadyLegalWriter) on her blog Lady (Legal) Writer (after being told about it by Steven Sholk) did I realize that it fell within … Read More
Generally, English contracts refer to endeavours rather than efforts. I’ve long waged a guerilla campaign against the conventional wisdom that different endeavours standards convey different meanings (for example, see this 2012 post), and I’ll continue to do so, but that’s not today’s topic. Instead, it’s something even more annoying: I’d like now to suggest that English drafters stop using the word endeavours in contracts … Read More
