I noticed a recent case out of the U.S. District Court for the Eastern District of Wisconsin, Redmond v. Sirius International Insurance Corporation (here). The language at issue used and/or. Here’s what the court had to say: The plaintiff contends that the court must reconsider its denial of his motion for summary judgment because the use of “and/or” in the policy … Read More
The ineffable A. Wright Burke, M. Phil., asked me today why I don’t offer gradations of “Drafting Clearer Contracts.” “Introduction to.” “Intermediary.” “Ninja.” And so on. He posed his question with the best of intentions, so he probably didn’t expect me to start scowling and gnashing my teeth. Contract drafting isn’t like learning macramé, where you can start with a … Read More
[Updated May 29, 2014: My Vilnius roll-of-the-dice fell short: it was so last minute that my local partner wasn’t able to find enough people interested. I expect to go to Vilnius on some future trip.] On 30 May, I’m doing a “Drafting Clearer Contracts” seminar in Vilnius, Lithuania, at the Hotel Artis. For information in English, go here; for information … Read More
Last week I had the pleasure of doing a presentation at one of the offices of a national law firm. At 1.5 hours, it was the shortest presentation in my arsenal—“The Bad (and Good) News About Contract Drafting and the Contract Process.” In addition to the two dozen present in person, others were listening in from other offices. While waiting … Read More
I recently saw this article by Fred Krebs suggesting, very sensibly, that “general counsel have a significant opportunity to help lead corporate innovation.” I used to think that although a company’s rank and file might be wedded to turgid traditional contract language and a ponderous copy-and-paste contract process, the odds of change would greatly improve if I were able to … Read More
I noted with interest Tim Cummins’s post asking whether contract managers and lawyers actually care about contract results (here). Read the post for yourself, but here are the bits that caught my eye: How many contract and commercial managers, how many lawyers, actually care about the quality of the contracts they produce? How many actively monitor or seek to learn … Read More
I apologize in advance: what follows is even more nerdy than usual. In the past few days, two companies have shared with me their template for a two-way confidentiality agreement. In one template, the company responsible for the template is the first entity named in the introductory clause, and it’s given a defined term based on its name. In other words, … Read More
MSCD 10.66 explains why I’m not keen on the term calendar year as a way to avoid ambiguity over what year means. Well, at one of my recent Geneva seminars, a participant introduced me to the term civil year, meaning the twelve months beginning January 1. And lo and behold, it’s on EDGAR. Here’s an example from a contract between … Read More
Acme has an inventory of widgets. For whatever reason, the following is in a contract between Acme and WidgetCo: It is a condition to Acme’s conducting a public sale of widgets that Acme notify WidgetCo in advance of the date and location of that sale. Now compare that to the following: To dispute a DynaCo invoice, XYZ must submit a … Read More
MSCD 13.105 deals with provisions that exclude certain types of damages. Here’s an example: Neither party will be responsible or held liable for any consequential, special, or incidental losses or damages. Such provisions are often found in sections with the heading “Limitation of Liability.” Seeing as I’m not a fan of the word limitation (see this post), I’m experimenting with … Read More
