With the U.S. Supreme Court’s recent holding on the Defense of Marriage Act, my thoughts turned to use in contracts of the words husband, wife, and spouse. But I wasn’t about to tackle that on my lonesome, no siree. Instead, I asked Dan Schwatz—he of the Connecticut Employment Law Blog—for his thoughts. My opening question for Dan was whether use … Read More
[Update: For my definitive take on this subject, see my article Eliminating the Phrase Represents and Warrants from Contracts, 16 Tennessee Journal of Business Law 203 (2015).] Yes, I know that I’m getting tiresome, they way I harp on about represents and warrants, like a dog worrying a bone. But I have a new element to add to my analysis. At … Read More
Today’s New York Times contains a column by Thomas Friedman (here) about innovation at a General Electric research lab. Here’s what Friedman says about such research centers generally: These centers are places where scientists and engineers from dozens of nationalities are using collaboration and crowd-sourcing to push out the boundaries of medical, manufacturing and material sciences, where possibilities seem infinite, … Read More
Given my recent post on German speakers and will (here), I was intrigued to have a participant at yesterday’s “Drafting Clearer Contracts” seminar in Boston ask me why Germans are so eager to use the verb guarantee in contracts. I’m not sure what use of guarantee that participant was referring to. Guarantees plus noun or guarantees that plus verb? (For … Read More
The other day I heard about the Series Seed documents for the first time. What, you ask, are the Series Seed documents? This is how they’re described on the Series Seed website: The Series Seed Documents are a standardized set of documents that can be quickly and easily deployed for a seed investment: to help get a company financed properly, legally, … Read More
I’m gearing up for the fall 2013 season of public “Drafting Clearer Contracts” seminars (although in some locations a different title is being used). Here’s the lineup: Boston, September 12 Minneapolis, October 9 Calgary, October 24 Washington, D.C., October 31 Toronto, November 6 New York, November 7 Seoul, November 14 Singapore, November 19 Kuala Lumpur, November 21 Abu Dhabi, November … Read More
As you’ll note from my recent blog posts, I’ve been having a busy time in the marketplace of ideas. Here’s another installment, prompted by a reader inquiry: Had I seen this article in Canadian M&A Perspectives? And what did I think of it? Corporate Counsel Article Well, let’s start by looking at this article in Corporate Counsel, which the Canadian … Read More
Everything old is new again. Or something. Last week I noticed this post on ContractsProf Blog. It’s about a subject dear to my heart—the recital of consideration. So I rattled off a comment, without thinking too hard about it. Well, my comment prompted three vigorous responses, leading me to submit a second comment. Because my second comment might be of … Read More
Today @KentPitman shared the following thought with me: I used to do programming language standardization both nationally and internationally. I noticed some German speakers had a particular attitude (I’d almost say phobia) around the use of the word “will” as a compulsion. They never explained it and seemed to think it was obvious, so I’m not certain, but I eventually came … Read More
Episode 5 of the third season of the U.S. TV show “Suits,” set in a corporate New-York-but-actually-Toronto law firm, features the following exchange between the character Louis Litt, a goofy transactional partner (played by Rick Hoffman), and an associate by the name Simon, after Louis thrusts in Simon’s face an unspecified written assignment that Simon had submitted to Louis: Louis: … Read More
