Business Law Today, the online magazine of the Section of Business Law of the ABA, has published my new article Making a Mess of Ambiguity: Lessons from the Third Circuit’s Opinion in Meyer v. CUNA Mutual Insurance Society. It explores, in detail, a recent instance of confusion over the meaning of an or in a contract. Go here to read it. … Read More
Any amendment to a loan agreement will almost certainly contain a provision along the following lines (emphasis added; otherwise untouched): Except as otherwise provided herein, the execution of this Second Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders, constitute a waiver of any provision of any of the … Read More
You might want to check out GreenLine Legal, a new service for automated document analysis. Here’s what it says it does: GreenLine automatically recognizes and categorizes legal provisions in contracts. Use it to pull out the desired provisions from a group of contracts, compare agreements with even significant textual differences and better track what you’ve agreed to in the past. … Read More
An extract from EDGAR that I included in the immediately preceding post refers to “the remainder of the covenant or covenants”. I don’t know how prevalent the usage X or Xs is, as it’s not something you can search for. But you’d be much better off saying instead one or more Xs.
In MSCD, I don’t attempt to list every phrase that exhibits redundancy. Instead, I just give some examples. The main point is that drafters should test any string of two or more closely related words or phrases to determine whether each of them serves a function. But some phrases exhibiting redundancy are so prevalent that one might as well point … Read More
In this post on IP Draughts, Mark Anderson notes two ways in which U.K. drafting usages differ from their U.S. counterparts: In the U.K. one says trade mark, using two words, rather than trademark, which is the U.S. usage. In the U.K., license is used as a verb, licence as a noun; in the U.S., license serves both functions. What are … Read More
This spring I’ll be back in Geneva, giving my “Drafting Clearer Contracts” seminar on Monday, March 12; Wednesday, March 14; and Thursday, March 15. Once again, Akin Gump’s Geneva office will be acting as my host. Please spread the word! I hope to see some of you there.
Here’s another categories-of-contract-language issue that I’ve been mulling over: It’s commonplace for consulting agreements to contain a provision regarding the consultant’s status as an independent contractor rather than an employee. But what category of contract language should you use for such provisions? Obviously, it wouldn’t make sense to use language of obligation—The Consultant shall be an independent contractor. You could … Read More
With an eye to the third edition of MSCD, I’d like to revisit something that I first discussed in this November 2009 post on AdamsDrafting—the relationship between license-granting language and language of discretion. Here’s what I said in that earlier blog post: But more importantly, any discussion of the meaning of contract language has to start with semantics. I suggest … Read More
I was recently contacted by Nancy Hupp. She’s a lawyer who’s director of practicelaw.org, a legal-practice resources website for members of the Minnesota State Bar Association. She’s also enrolled in a graduate class at the University of Minnesota, for which she’s writing a paper on visual representation of legal information. She was wearing her graduate-student hat when she contacted me. … Read More
