A modest suggestion: When you’re dealing with real estate, eliminated demised from your contracts. For purposes of real-estate contracts, demise means “to convey by will or lease.” There’s always a simpler word. The following example is from the contract providing for Jeff Bezos’s acquisition of the Washington Post (discussed in this post): The Seller shall lease to the Purchaser sufficient … Read More
This has been a week of enforced idleness: I’ve been reminded, yet again, that capping off a demanding seminar tour by spending an entire day with the teeming masses in various airport terminals and airplanes is a great way to get sick. But during my convalescence, I bring you the following tidings: Amazon is now selling the print edition of MSCD (go … Read More
So here I am, whiling away some hours in Dubai International Airport, waiting to catch a flight to Paris, where I will catch another flight home. (Yes, I’m missing Thanksgiving. Happy Turkey Day, y’all.) Since my previous “Notes from the Road” post, I’ve been to Singapore, Kuala Lumpur, Abu Dhabi, and Dubai. During other trips I wrote about the first … Read More
I’m delighted to be able to tell you that I’ll be going back to Australia in February 2014 to do another series of “Drafting Clearer Contracts” seminars with my friends at Melbourne Law School. I’ll be doing a seminar in Melbourne on 17 February (here), in Canberra (for the first time) on 18 February (here), and in Sydney on 21 … Read More
I heard yesterday that this blog has been included in the ABA Journal’s 2013 Blawg 100—its list of the hundred best law blogs. (Go here for the complete list.) I celebrated by ordering a room-service sandwich at the Hilton Abu Dhabi. “Best of” lists are generally silly, but the Blawg 100 is a bit less silly than most. It’s to … Read More
Generally, if something looks like a duck and quacks like a duck, then for purposes of contract drafting it’s best to refer to it as a duck. That sounds straightforward enough, but offhand I can think of few instances of caselaw where a court has said just that, although not in so many words. So I’m looking for some more … Read More
I’ve had occasion to consider the dispute between Cooper Tyre and Apollo Tyres, as the Wall Street Journal asked me about the efforts language at issue. That’s something that Steven Davidoff considered in this recent item in the New York Times Dealbook: Section 6.3 of the acquisition agreement requires that Apollo “in the most expeditious manner possible” use its “reasonable … Read More
We know that in general, BigLaw contract drafting leaves a lot to be desired. We also know that when it comes to changing how they draft contracts, law firms face greater obstacles than do companies. (See this article.) But change is possible: at least one Australian law firm that I know of, Mallesons Stephen Jaques (now King & Wood Mallesons), … Read More
On 8 April 2014 I’ll be presenting a public “Drafting Clearer Contracts” seminar hosted by SAP at its headquarters in Walldorf, Germany, 14 kilometers south of Heidelberg. And on 10 and 11 April I’ll be presenting another two seminars in Geneva, Switzerland, hosted by the local office of the international law firm Akin Gump. To find out more, and to … Read More
Hot on the heels of last month’s post about a case involving notwithstanding (here) comes another one, courtesy of Peter Mahler, in the form of this post on his New York Business Divorce blog. By my reckoning, two notwithstanding cases within a month of each other constitutes a bonanza. What makes the case Peter discusses particularly noteworthy is that it … Read More
