I recently received from a reader the following email bringing to my attention shall refrain: Have you ever seen or written about a negative covenant written as “shall refrain from” instead of “shall not”? I see it today in an NDA from another party. It gives me some heartburn that the other party is obligated just to “refrain from” disclosing … Read More
Something that slipped through the cracks during my trip is Tim Cummins’s interview with me on his Commitment Matters blog; go here. Nothing I say in the interview will come as news to regular readers of this blog. But if anything is worth saying once, it’s worth saying 279 times …
I’ve thought it clear enough why companies don’t clean up their template contracts: Those who make the decisions are unaware of the problem. Or they’re aware of the problem but are unwilling to do anything about it, because for them the near-term cost of addressing the problem—in terms of expenditure of resources, loss of clout, or injury to their reputation … Read More
I was pleased to receive a couple of weeks ago an email from Jim Schmitt, chapter relations manager of the Healthcare Financial Management Association. Here’s the relevant part of Jim’s email: Thank you so much for the outstanding article, “Legal Usage in Drafting Corporate Resolutions.” I manage chapter relations for the Healthcare Financial Management Association and the article was very … Read More
My week in Australia was leisurely compared with the week that followed: fly to Kuala Lumpur; a seminar the next two days; fly to Bangkok the next day; a seminar the next two days; fly home (tomorrow). The focus of my time in both cities was obviously the seminars, two-day versions of my “Drafting Clearer Contracts” seminar. Henceforth, my one-day … Read More
In this December 2011 post I considered document-design “bling” in Australian contracts. I’d now like to consider another issue relating to the look of Australian contracts: use of tabulated enumerated clauses. Consider the screenshot to the right (click on it to see it full-size). I think it’s a compact but otherwise representative example of how Australian drafters like to break … Read More
It’s taken a year, but my book The Structure of M&A Contracts is now available as an ebook. More specifically, it’s available on Thomson Reuters’s new ebook platform, ProView, by going here. The book is just over a hundred pages long and costs $39. For now, there are no volume discounts. Let me know what you think of ProView. By … Read More
The “Notes from the Road” heading means no pointy-headed contracts stuff in this post, just a virtual postcard from Sydney. I arrived here this morning from Melbourne with Andrew Godwin—you’ll remember him from this post. After checking how things were going on the home front, I headed to lunch with Adrian Goss. Adrian is corporate counsel at ACP Magazines and … Read More
That I’m in Australia is due to Andrew Godwin, senior lecturer at Melbourne Law School. Andrew first contacted me in 2004, and thereafter we exchanged emails once in a while. When I told him about my upcoming trip to Kuala Lumpur and Bangkok, he thought the stars were in alignment for a detour to Australia beforehand. Andrew has had an … Read More
[Updated 13 September 2016] I recently picked up a useful tip from an unlikely source—one of my own webcasts. Osgoode Professional Development has been running my “Drafting Clearer Contracts” webcasts for a Canadian audience, and I’ve been on hand at the end of each webcast to answer any questions. I joined a bit early the webcast on categories of contract … Read More
