Longtime readers of my blogging will know that I’m an unabashed fan of the work of Glenn West, a partner at Weil Gotshal. His articles on extra-contractual liability (click here for a copy) and on consequential damages (click here for a copy) are essential resources. And Glenn usefully chimed in on that burning issue, represents and warrants. (See this September … Read More
You may recall my September 2009 post regarding my correspondence with Glenn West on that deathless subject, the phrase representations and warranties. (If you’re new to this subject, you may want to consult this handy 558-word summary of my analysis.) Well, Glenn couldn’t leave well enough alone—today I received from him an email on the subject, which he sent to me … Read More
Following on this September 18 post and this September 20 post, the saga continues: Glenn West, partner at Weil Gotshal and author of the two most useful articles on substantive contract law that I’ve come across in a long time, agrees with me on represents and warrants and representations and warranties. Below is the email Glenn sent me in connection … Read More
This week tipster extraordinaire Glenn West mentioned to me an opinion of the England and Wales Court of Appeal, Cantor Fitzgerald & Co v. Yes Bank Limited [2024] EWCA Civ 695. This case involves syntactic ambiguity—confusion over what modifies what. I’ve written at length about syntactic ambiguity, and the lesson for drafters is always basically the same, so I thought … Read More
Tipster extraordinaire Glenn West let me know about the Texas Supreme Court’s opinion in U.S. Polyco, Inc. v. Texas Central Business Lines Corp., issued yesterday (here). Here’s the language at issue (emphasis added): 1.1 TCB Infrastructure Improvements. As used in this Agreement: “TCB Infrastructure Improvements” will mean the following improvements agreed to and shown generally in Exhibit X attached and … Read More
I’ve dabbled in governing-law provisions. Here are the relevant blog posts from my list of stuff I’ve written on boilerplate (here): Blog post, Including Federal Law in Governing-Law Provisions (4 June 2021) Blog post, Revisiting Governing-Law Provisions (1 Aug. 2019) Blog post, Simplifying Governing-Law Provisions, Part 3 (“Governs” and the Alternatives) (15 July 2015) Blog post, Simplifying Governing-Law Provisions, Part 2 (Renvoi!) (13 July 2015) Blog post, Simplifying Governing-Law … Read More
I have a sweet writing process. First, write something and publish it. After a few years, realize it’s not great. Take another crack at it, think it’s OK, then decide that in fact it’s still not great. Redo it. Ask knowledgeable people to look at it. Repeat the cycle a few times. It’s annoying but also entertaining, somehow. At least … Read More
A couple of months ago I did this blog post about the redundant reference-point exception in the bringdown condition. Today we revisit the bringdown condition to consider an issue involving how the bringdown condition is modified by materiality. The bringdown condition allows one side to use inaccuracy in the other side’s statements of fact (traditionally referred to as representations and … Read More
In NB Alternatives Advisers LLC v. VAT Master Corp. (Del. Ch. 22 Apr. 2021) (PDF here), the defendants wanted to litigate a matter in Wisconsin; the plaintiffs sought a permanent injunction. On an expedited basis, the Delaware Court of Chancery granted the injunction. Hall-of-fame tipster Glenn West then told me about it, so on an expedited basis, here we go. … Read More
Well lookee here, another fight involving ambiguity of the part versus the whole! This time, it involves any. And the tipster, once again, is Glenn West! I guess I have to put Glenn on retainer. (Glenn’s tip about a fight over and gave rise to this post from two months ago.) The opinion in question is by the Texas Supreme … Read More
