I’m gearing up for my November seminars in Seoul, Singapore, and Kuala Lumpur (more information here), and in Abu Dhabi (more information here). I’m particularly looking forward to my visit to Seoul, as it will be my first visit. I thought it appropriate to get a sense beforehand of what the contract-drafting life is like for Korean lawyers. So I … Read More
Following up on my post about the date that is (here), here’s another bit of clutter that occurs in references to time—the phrase during the period. Like the date that is, it occurs in more than 10,000 contracts filed on EDGAR in the past year. Here are some examples, as tweaked by me: The Partnership will furnish to each Underwriter, … Read More
The phrase the date that is—as in before the date that is, after the date that is, no later than the date that is, and so on—is almost always clutter and can be surgically excised. Nevertheless, it occurs in more than 10,000 contracts filed on the SEC’s EDGAR system in the past year. Here are some examples dredged from EDGAR, … Read More
In response to a cri de coeur from @FlemingMF, in this 2009 post I introduced a notion aimed at preempting pushback from traditionalists bewildered by clear contract language. I suggested that when you send out a first draft that complies with MSCD, you could include a cover note asking that the other side refrain from making comments that don’t pertain … Read More
In the course of revising a draft contract, I encountered the following; Upon occurrence of a Change in Law or a Force Majeure Event that adversely affects the Seller’s performance under this agreement, the Buyer and the Seller shall negotiate in good faith whether to issue a change order addressing the effect of those circumstances and the terms of any … Read More
1464-Eight, Ltd. v. Joppich, 154 S.W.3d 101 (Tex. 2004) (PDF copy here), involved a dispute over an option contract to purchase real estate. The contract included the following recital of consideration: In consideration of the sum of Ten and No/100 ($10.00) Dollars (“Option Fee”) paid in cash by Developer, the receipt and sufficiency of which is hereby acknowledged and confessed, … Read More
A few days ago I received from my daughter’s school a form with the heading “Influenza Vaccine Consent/Declination.” I had never met declination, meaning “formal refusal,” in the wild before, but I knew that I didn’t like it. It’s stultifyingly bureaucratic. (@bretsmoore will tell you that it also means the angular distance of a point north or south of the celestial … Read More
It didn’t take long for my “Bamboozled by a Comma” article (see this post) to attract some attention. Go here to see what the WSJ Law Blog had to say about it. (And the ABA Journal joined in with this item.) While I’m at it, I’ll make a point that I intentionally didn’t make in the article or the related … Read More
I’ve written an article entitled “Bamboozled by a Comma: The Second Circuit’s Misdiagnosis of Ambiguity in American International Group, Inc. v. Bank of America Corp.” It analyzes an April 2013 opinion of the Second Circuit. The article will be published by The Scribes Journal of Legal Writing, but not until 2014. I can’t bear to wait that long, and I know … Read More
In case they’re of interest, two more reviews of MSCD have appeared: One by employment-law guy Daniel Schwartz, in this post on Connecticut Employment Law Blog. One by Luis Villa, deputy GC of the Wikimedia Foundation, in this post on his blog at tieguy.org. [Updated: As Chris notes in his comment, Luis’s review is particularly thoughtful and creative.] For other reviews, go here.
