Here’s my attempt at articulating, for the first time, the interplay of vagueness and imprecision. Excuse the lack of hyperlinks to analysis of the different terms I mention. Vagueness is a function of uncertain borders. It’s nice to be precise, but in some contexts you have to resort to vagueness by using, for example, the term reasonable efforts. But the … Read More
This post includes a list of ways in which indemnification can benefit a party bringing a claim. Here, in a spirit of completeness, is another one, suggested by a reader: Ensure Losses Aren’t Covered by a Provision Excluding Certain Types of Damages. Asking to be indemnified for losses incurred due to nonparty claims constitutes a claim under the contract. That would … Read More
Last month I took the liberty of including in this post a reader’s appreciation of the value of what I do. The forces of inertia are such that, what the heck, I’m going to do it again. A couple of days ago received the following from Ajay Krishnan, a lawyer based in Toronto: Dear Ken, You don’t know me, but … Read More
In this recent post I considered whether there’s any point in providing in a contract a definition of the term gross negligence. And in this other recent post I considered the adjective wanton. But both posts were inadequate, so I offer instead in this post a broader look at use of the terms negligence and gross negligence in contracts. It … Read More
I’m pleased that in spring I’ll be returning to Kuala Lumpur and Bangkok at the request of Marcus Evans to give my two-day seminar “Effective Contract Drafting: Concise Language, Efficient Process.” The dates are 25–26 February (KL) and 28 February–1 March (Bangkok). More details to come. I expect to do additional seminars while I’m in the region. If you’re aware … Read More
I’m planning my 2013 seminar dates, and West LegalEdcenter has proposed that in April I do a “Drafting Clearer Contracts” seminar in Ohio. The cities under consideration are Cincinnati, Cleveland, and Columbus. If you might be interested in attending an Ohio seminar, I’d be pleased if you’d use the poll below to let me know which city you’d prefer. For … Read More
The English case Ener-G Holdings PLC v Philip Hormell (discussed in this post) also had to consider what it means to say that notice can be served by “delivering it personally.” In that context, “personally” could relate to the person doing the delivering. After all, one says, “I delivered it personally,” meaning that the speaker was the one who delivered the … Read More
My friend at Melbourne Law School, Andrew Godwin, let me know about an interesting English case, Ener-g Holdings PLC v Philip Hormell (copy here). For a general overview of the case, go here for a summary by McFarlanes. Me, I just want to focus on the two main issues. This post deals with the first of them. Here’s the relevant language: … Read More
Steven Sholk, that indefatigable source of leads, has told me about yet another opinion dealing with a dispute over termination versus expiration. That’s a topic I’ve written about in a few blog posts. In the case at issue, Hamden v. Total Car Franchising Corp., 7:12-CV-00003, 2012 WL 3255598 (W.D. Va. Aug. 7, 2012) (PDF copy here), the court held, among other … Read More
[Don’t bother reading this post! It has been superseded by this post.] Today another interesting contract word came to my attention—wanton. Here’s my instapost on the subject. Wanton is seriously old-fashioned. It has different meanings. The meaning intended in contracts is, presumably, “having no just foundation or provocation; malicious.” But I’m not sure where wanton is meant to fit. You have intentional misconduct, which involves … Read More
