Readers of this blog will be aware that I’m partial to the notion of lobbing questions to a broad and interested readership and seeing what I get by way of a response. So it will come as no surprise that I think LinkedIn groups can be useful. Thus far my involvement in LinkedIn groups has been limited. I’m a member … Read More
I’ve previously (in this blog post and this blog post from November 2009) ruminated over the relative dearth of BigLaw associates at my public seminars in the U.S. (Canada is a different matter entirely.) So when some do materialize, it’s a little like a birdwatcher spotting a variegated flycatcher. Last week I held one of my West “Drafting Clearer Contracts” … Read More
Via Above the Law, I learned of this article in the Los Angeles Times. Frank McCourt, owner of the L.A. Dodgers baseball team, is engaged in a scorched-earth divorce battle, and this article details how Larry Silverstein, a lawyer for McCourt, apparently took it upon himself to change one word in a signed contract between McCourt and his wife Jamie: … Read More
Reader Macy Shubak recently asked me the following question: How do you feel about using “books and records” as in “Investor may inspect the Company’s books and records”? I think one or the other of the words can be deleted. It would be better to delete “books,” since “records” is broader. “Records” includes physical and electronic records, whereas “books” sounds like hard … Read More
A crucial part of drafting any contract is making sure that you’ve worked through the “what ifs”—that you’ve addressed all conceivable scenarios and that nothing has fallen through the cracks. When you’re dealing with a complex transaction, accomplishing that requires specialized expertise and sufficient time and patience to wrestle with lengthy and and intricate documentation. It’s easy to overlook something … Read More
When it comes to contract drafting, change is tough. For one thing, it’s precedent-driven. And it’s a team sport—instead of being able to draft in splendid isolation, you may well have to take into account the preferences of others on your side of the transaction, not to mention the preferences of those on the other side. And in the fast-paced … Read More
In the article on arbitration versus litigation that I mentioned in this post, a couple of the litigators interviewed noted wistfully that they’re almost never consulted about what dispute-resolution provisions to include in a given contract. That raises a general question: Do you ever consult litigators when drafting? Do you think it adds value to do so? It would seem … Read More
If you’re a fan of the litigation-versus-arbitration debate, you’ll find of interest this article on law.com. It’s from the Legal Intelligencer, and it’s by Gina Passarella. The title says it all: “Litigators Losing Love of Arbitration Argue for Trials.” But what caught my eye was the suggestions made by those interviewed for the article regarding how you can attempt to limit … Read More
In recent days there’s been plenty of chatter about this post on Balkinization by Jason Mazzone, a professor at Brooklyn Law School. Here’s the meat of what he proposes: As far as I can tell, no law school in the United States co-exists in a university along with an academic law department. If a university has a law school, every professor … Read More
The word mandatory can come in handy in contracts, for example in the defined term Mandatory Conversion, as distinguished from Voluntary Conversion. But it can also be surplussage, in that if something is stated as an obligation, then necessarily it’s mandatory. That’s why I think mandatory can be omitted from the following examples: The parties agree that all claims, disputes … Read More
