I’ve previously entertained you with court opinions addressing confusion over what part of a contract is being referred to in a contract provision. Who can forget the confusion over a “hereunder”? (See this post). Or over “except as provided below”? (See this post.) Well, I have another treat for you. (Yes, I know, I’m too generous.) The case is Bayerische Landesbank, New … Read More
It’s routine for one post to beget another. My post on shall not negligently (here) was prompted by the following contract language: Company will not, and will not knowingly or negligently allow any third party to [do various things]. In a comment, David Ziff considered the implications of using just shall not allow, with negligently omitted. I agree with David. On … Read More
While analyzing the usages in a contract I pulled from EDGAR (more about that in due course), I spotted the following: Company will not, and will not knowingly or negligently allow any third party to [do various things]. But does it make sense to impose an obligation on someone not to act negligently? Is that equivalent to imposing an obligation … Read More
I’m pleased to announce that on June 19, 2014, the Los Angeles office of the global law firm Proskauer will host one of my public “Drafting Clearer Contracts” seminars with West LegalEdcenter. For more information, go here. I’ve successfully given hosted seminars in Europe. (As described here, this year’s seminars in Europe are being hosted by the law firm Akin Gump … Read More
Last week, a reader sent me the following sentence from a services agreement: Vendor hereby accepts such appointment and agrees to actively and continuously exert its prompt, substantial, and persistent efforts, on Company’s behalf, to provide the Services. This extract—the lamest thing I’ve seen since, oh, last week—has already led to my post on actively (here). But two other issues … Read More
I have a list with hyperlinks to my blog posts and articles about the contracts process. Periodically I update it; go here for the most recent version. But if you’re interested in the contracts process, you’ll also want to check out @theContractsGuy‘s posts on how to sign a contract (here) and keeping track of contract versions (here).
In 2012 I wrote here about how Juliette Scott, a translator who blogs at Words to Deeds, is doing PhD research on the legal profession’s experience with translation, in particular of corporate and court-related documents. Well, her research is still ongoing, so if you commission translations of contracts, I encourage you to go here and complete her survey. By the way, I’ve … Read More
The word actively can join the long list of useless—or at least mostly useless—words used on contracts. In particular, it often seems that actively is in effect used just to mean the opposite of passively. That’s redundant, given that actively is always used with a verb that connotes action. Consider the following examples from EDGAR: Liens for taxes not yet delinquent … Read More
Earlier this month I unleashed the following tweet: Love it when contracts exclude both "direct" and "indirect" damages (usually with a bunch of other stuff). That excludes ALL damages! — Ken Adams (@AdamsDrafting) January 10, 2014 So I noted with interest the opinion of the Texas Court of Appeals in Innovate Technology Solutions, L.P. v. Youngsoft, Inc., 05-12-00658-CV, 2013 WL 6074126 … Read More
I was surprised to notice that the first two Amazon reviews of the third edition of MSCD (here) mostly complain about the Wire-O binding. I’m a little perplexed, as I’m firmly of the view that the binding makes the book a lot easier to use. This was thrashed out on the blog in 2008, and I include a link to that … Read More
