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.
For the first time, I had a look at the Google searches that led people to this site. Since the beginning of the year, there have been more than 47,000 of them, covering a multitude of topics. Many point unerringly at topics that happen to be favorites of mine, such as “if a deadline is at midnight is it 11:59 … Read More
The severability provision offered in the article I mention in this post includes the following phrase: … provided the reason for the invalidity or unenforceability of a term is not due to serious misconduct by the Party seeking such compensation. To which I say, “You cannot be ‘serious’!” The word serious falls into that category of vague words and phrases … Read More
