Another Reaction to the Third Edition of MSCD
In this post on China Law Blog, Dan Harris expresses his opinion about the third edition of MSCD. An enthusiastic thumbs-up from someone like Dan? That gets my attention.
From Lawyer to Contract-Management Professional: A One-Way Trip?
In this 2009 post I wrote about the respective roles of lawyers and contract-management personnel in the contract process. That’s what led a reader to send me the following: I am an attorney licensed to practice since 2009 and, since graduating law school have been working in a small, general practice law office as an associate attorney. My current position focuses … Read More
Making Changes to the Other Side’s Legalese-Filled Draft
I received the following question from a reader: When working with a contract that (1) comes from the other side, (2) is not game for complete redrafting, and (3) is in legalese, not English, do you suggest trying to adopt the conventions you find there (if there are any), or do you think it’s clearer to write the changes in … Read More
Do I Ignore What Courts Might Say? What the Other Side Might Say?
In case it’s of interest, below is my response to feedback I received from someone who attended one of my recent international seminars. The first issue discussed is one I also addressed in this recent post. I’m pleased that you found the seminar worthwhile, but of course what particularly caught my eye was your final comment: Appreciate your crusade for … Read More
The Moral of a Recent Second Circuit Opinion: Don’t Rely on Commas for Disambiguation
Via this post by Ray Ward I learned of the recent opinion of the Second Circuit Court of Appeals in AIG v. Bank of America (PDF copy here). In the opinion, the court states that whether a modifying phrase following a list of nouns or phrases modifies each item on the entire list, or only the last item, depends on whether … Read More
“Thing”
The other day @bradykrissesq posed the following question on Twitter: What is the legal significance of a contract requirement to “do all things”? — Brady Kriss (@bradykrissesq) April 30, 2013 Although it’s not the most crucial drafting issue, Brady, this one’s for you … Here are three instances of use of thing or things in contracts on EDGAR: … each … Read More
The Contracts Guy Reviews the Third Edition of MSCD
Brian Rogers, also known as @theContractsGuy, has reviewed the third edition of A Manual of Style for Contract Drafting. Go here to read it. I’m delighted that Brian thought it worthwhile to go through the old-fashioned work involved in writing a book review. No reviewer want to write a puff piece, and Brian is no exception. Although his review is … Read More
Examining a Recommended Governing-Law Provision
An article in Corporate Counsel by a BigLaw partner and associate (copy here) considers governing-law provisions. It suggests that using the following provision would increase the odds of a court’s holding that the provision applies to claims other than claims under the contract: This contract shall be governed and construed in accordance with the laws of [selected State], excluding that … Read More
How to Fix Your Templates: A Heart-to-Heart Conversation
Oh, hi! It’s you! Do come in. Please take a seat. Would you like some tea? Water? No? OK. Thank you for coming. I’d like to have a chat. It’s about your template contracts. It’s hard to say this gently: they’re not good. Your company is a substantial one. You do business all over the world. Your numbers have lots of … Read More
Redraft This Sentence, MSCD Style
This morning I encountered the following sentence on EDGAR: Therefore, the obligations of the Sellers under this Agreement, including, without limitation, the Sellers’ obligation to sell the Shares to the Purchaser, shall be enforceable by a decree of specific performance issued by any court of competent jurisdiction, and appropriate injunctive relief may be applied for and granted in connection therewith. It’s nothing … Read More