[Update: Go here for the June 15, 2013 post about my article It’s Time to Get Rid of the “Successors and Assigns” Provision.] The shortcomings of traditional contract language come in varying degrees of subtlety. At the unsubtle end of the spectrum is the “successors and assigns” provision. It’s utterly standard, but it’s also, um, problematic. I tackled the “successors … Read More
If you’re in the market for—gulp!—37 minutes of conversation about the third edition of A Manual of Style for Contract Drafting, go here for an ABA Section of Business Law podcast that offers exactly that. It consists of a conversation between me and my longtime reader and cohort Michael Fleming (@FlemingMF on Twitter). If that seems like more than you … Read More
Via @chbusca and the Legal Informatics blog, I learned that Harry Surden of the University of Colorado Law School has published in the UC Davis Law Review an article with the concise title Computable Contracts. (It makes a change from the tedious business of cutesy title, colon, long-winded subtitle.) Here’s the abstract: It is possible to formulate contractual obligations so … Read More
In the recent opinion of the Delaware U.S. District Court in Racing v. T-Mobile U.S. (here), the following contract language was at issue: VICI grants to [T-Mobile] the right to be the exclusive wireless carrier supplying wireless connectivity for the Porsche, Audi, and VW telematics programs beginning in model year 2011 with such exclusivity continuing throughout the Term of this … Read More
Although it’s standard to refer to contract “rights,” in this November 2012 post on rethinking the “no assignment” provision, I said the following about “rights”: It’s unclear what “rights” refers to. (I don’t use the word “rights” anywhere in MSCD.) I think it refers to discretion granted to a party under an agreement and any remedy that a party has under … Read More
The third edition of A Manual of Style for Contract Drafting is now on sale, and the ABA is unleashing on the world an email campaign to that effect. The book is still technically in “pre-order” status, but copies will be in inventory next week (the week of February 11). Go to this page of the ABA Web Store to … Read More
The January 2013 issue of Asian Legal Business contains my micro-article Asia: Different Contracts, Different Cultures. It discusses the mixture of “cultures” of contract drafting in Asia. Go here for a PDF copy. This article represents the first time I’ve acted as a pseudojournalist, quoting some sources, including friends of the blog Mark Anderson and Andrew Godwin. Cunningly placed under … Read More
Bryan Keenan, director of the Wilmington, Delaware, law firm of Gordon, Fournaris & Mammarella, let me know about an instance of syntactic ambiguity addressed by the Delaware Court of Chancery in the recent case In re Mobilactive Media, LLC (here). (Syntactic ambiguity involves uncertainty over which part of a sentence a given phrase modifies or which part of a phrase a given … Read More
It’s Wednesday, January 30. This afternoon I’ll be at LegalTech, in New York, hanging out with the ContractExpress team, at booth 324/6. But I won’t be on the prowl for technology relating to contract drafting and the contract process, because we already have great technology. Document-assembly software that does everything you could want? Check. Software to monitor every step in the … Read More
Yesterday Law360 published this article by reporter Liz Hoffman about the contract language at the root of the brawl between financiers Carl Icahn and Bill Ackman. It quotes yours truly. (Subscription required, but you can get a free trial.) You can find the contract language at issue in this Business Insider article by Linette Lopez; this 2011 New York Times story … Read More
