As I noted in this 2008 post on AdamsDrafting, everything I do, I do first in Canada. That pattern continues to hold, in that on October 4 I’ll be giving in Toronto, for my longtime partners Osgoode Professional Development, my first public seminar on the structure of M&A contracts. And it’s called … “The Structure of M&A Contracts.” It’s keyed … Read More
I’ve previously written, most recently here, about how contracts under seal can unfortunately have implications regarding consideration and statutes of limitations. But I exhumed from a comment (the most recent one) to this 2009 post on AdamsDrafting another way that seals can be relevant. This one relates to corporate seals—you know, those oh-so-impressive embossed impressions made by embossers that come with … Read More
In this December 2011 post I questioned the utility, for purposes of contracts, of what I called document-design “bling.” And in this February 2012 post I suggested that you can go too far in breaking up contract text. But I’m aware that I have negligible credentials in document design. And I’m aware that when it comes to the look of … Read More
Consider California Corporations Code § 313 (emphasis added): Subject to the provisions of subdivision (a) of Section 208, any note, mortgage, evidence of indebtedness, contract, share certificate, initial transaction statement or written statement, conveyance, or other instrument in writing, and any assignment or endorsement thereof, executed or entered into between any corporation and any other person, when signed by the chairman of … Read More
A recent opinion by the Fifth Circuit Court of Appeals serves as yet another reminder that the job description of anyone drafting a contract includes guarding against overreaching by a court. The case in question is Flagship Credit Corp. v. Indian Harbor Ins. Co., 2012 WL 2299484 (5th Cir. June 15, 2012) (copy here). A finance company that was sued in a … Read More
In an explanatory note I added to my recent post about LegalZoom (here), I said that business publications had declined to run the piece, and that the explanation I had received was that it’s frowned on to publish a critique of a company by one of its competitors. In my note, I observed that Koncision doesn’t really compete with LegalZoom. … Read More
I’ve written about granting language several times, most recently in this November 2011 post. I now have another issue for you. Consider the following stripped-down provisions: Acme hereby grants Smith a license to use the Marks. Acme hereby licenses the Marks to Smith.* And consider these provisions: WidgetCo hereby grants to Jones a lease to the Premises.* WidgetCo hereby leases … Read More
In May, LegalZoom, the provider of online legal services, declared that it intends to raise $120 million in an initial public offering. LegalZoom allows consumers to create wills and trusts, real-estate documents, the paperwork for divorces, and such. And it allows users to create a broad range of contracts and other documents required to start and operate a business. For … Read More
In this post last month I proposed yet another category of contract language—language of belief. Here’s a cleaned-up version of my example of language of belief: The parties believe that this agreement complies with the requirements of section 409A of the IRS Code. But consider the follow observation by Glenn West, which comes from our recent exchange (see this post): In … Read More
In this November 2011 blog post I discussed how I had belatedly discovered a new category of contract language—language of intention. For the heck of it, here’s something that I just wrote regarding the murky boundaries of language of intention: If one were strict about it, language of intention would crop up in unexpected places. For example, in the U.S., … Read More
