In contracts, use of the word suffer comes in two flavors, silly and annoying. Silly First, silly—the intransitive use of suffer. When use to mean “to submit to or be forced to endure,” suffer is unobjectionable: I suffer from chronic insomnia. But it’s a bit much when used in contracts to mean “undergo, experience.” Oh, how Acme suffers! Usually the … Read More
The Chicago Manual of Style is an essential resource. It’s useful even for contract drafters (see this 2012 post). But I’ve long had a quibble about its guidance on one small issue regarding capitalization of words denoting political divisions. So today I exchanged emails with the online Chicago Style Q&A—itself a great resource. If I understood it correctly, the interpretation … Read More
Thanks to Jeff Ammon of the Michigan law firm Miller Johnson, I learned of the Sixth Circuit’s recent opinion in Kia Motors America, Inc. v. Glassman Oldsmobile Saab Hyundai, Inc. (copy here). Kia’s dealer contract with Glassman specified that “As permitted by applicable law, [Kia] may add new dealers to, relocate dealers into or remove dealers from the [Area of Primary Responsibility] assigned to … Read More
Go here for Mark Anderson’s review of the third edition of A Manual of Style for Contract Drafting. For regular readers of this blog and its predecessors, Mark will need no introduction. He’s an English solicitor and a leading IP lawyer; managing partner of Anderson Law LLP; and the man behind the IP Draughts blog.
At last week’s seminar in Sydney, one of the participants asked me about the phrase however so described. I told her that I’d look into it; she probably didn’t expect that it would lead me to another way to handle redundancy. Redundancy has two sources. There’s what I’ll call rhetorical redundancy: when you throw in synonyms or near synonyms just … Read More
New to the third edition of MSCD is a discussion of what I call “antecedent ambiguity.” This recent post on “except as provided below” falls within that category. So does this December 2011 post, this May 2011 post, and this 2011 IP Draughts post. Well, I have another example for you, thanks to the recent Seventh Circuit Court of Appeals … Read More
I’m on my way home from Sydney, after my tour of Asia and Australia. So far, I’ve managed only one “Notes from the Road” post, about my seminar in Sinpapore (here). So here’s a collection of stray thoughts regarding the rest of my trip. *** Some participants at my Kuala Lumpur seminar came from far afield. Papua New Guinea. Vanuatu. … Read More
My thoughts are turning to my April “Drafting Clearer Contracts” seminars in Geneva, Hamburg, and Copenhagen. There’s still time to sign up. For more information, go here; to register, go here. Each participant is given, at no extra charge, a copy of the third edition of A Manual of Style for Contract Drafting. Why would you want to attend? To … Read More
To be filed under “There but for the grace of God go I”: Via @Deadline, I came upon this story in the Hollywood Reporter. Here’s the opening paragraph: A California appeals court has affirmed Paramount’s win in a legal dispute with a Morgan Stanley-backed film-finance entity that alleged it was forced to pick up some of the tab when one of … Read More
While rooting around on EDGAR, I spotted a kind of provision that uses the phrase “one year and a day.” Here are three examples: Each of Folio and PMI hereby covenants and agrees that it will not institute against, or join or assist any other Person in instituting against, PFL any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other … Read More
