Today the ACC Docket published my article with Michael Fleming entitled Reviewing Business Contracts: What to Look For and How to Look for It. Michael and I go way back. He was one of the first commenters on this blog. If you have any comments or think we missed something, we’d be happy to hear it.
In this April 2017 blog post I unleashed on the world my chart showing the different components of efforts provisions. Well, it’s time to add another column to that baby, unfortunately. That’s because I followed up on something I buried in this September 2019 post on the LegalSifter blog, namely an instance of the phrase mediation efforts. That offered the … Read More
Hell is other people’s reviews. In October I bought a copy of The Joy of Pizza, by Dan Richer with Katie Parla. Richer is owner of the restaurant Razza, a noted pizza joint in Jersey City. Parla is a food writer and cookbook author based in Italy. After buying it, I looked at some reviews on Amazon. I quickly spotted … Read More
Defined terms add value—they allow you to state a concept more concisely and consistently than you might otherwise. But they come at a cost: Using an autonomous definition breaks up reading—you force the reader to read both the autonomous definition and the related provision. Integrated definitions add a bit of clutter in the form of the defined-term parenthetical. All the … Read More
[Updated 9 May 2022: This post was rendered obsolete by this April 2022 post.] One consequence of my not doing deals is that I have little occasion to consider what effect, if any, e-signing has on the wording and format of contracts. As far as I can tell, DocuSign works with whatever signature blocks you have. The only implication I … Read More
OK, it’s categories-of-contract-language time again! More specifically, the topic is language of policy, which states rules for how the contract works. Language of policy relates to stuff that happens automatically, as in This agreement is governed by German law. One shortcoming in language of policy is when you use structures analogous to the passive voice, as in Rent is payable … Read More
The blog post before this one (here) refers to extensive comments on a 2017 blog post. And also this weekend, I had occasion to revisit comments in another post, from 2019. I ended up incorporating in an article I’m writing the gist of comments by three regulars. Comments on my blog have been vital over the years. But they’ve dropped … Read More
This is a little subtle. Bear with me. In this 2017 post, I consider whether it’s OK to use in a contract, unadorned, the phrase is not prohibited from, as in Acme is not prohibited from selling Widgets to Uzbekistan. The vigorous discussion in the comments to that post considers whether you should make it clear that is not prohibited … Read More
One encounters the phrase has no authority to and shall not in the context of agency: The Contractor has no authority to, and shall not, act as agent for or on behalf of Client or represent or bind it in any manner. Consultant understands and recognizes that he is not an agent of the Company and has no authority to … Read More
A question from a reader: When the other party’s counsel does the first draft, I have to work within the confines of whatever I’m given. In my review, I focus on what doesn’t reflect the deal as I see it or what might cause confusion—trying to turn their draft into a thing of beauty would waste everyone’s time and might … Read More
