Finally, I’ve created three new series of Drafting Clearer Contracts: Masterclass, my course built around eight live hour-long sessions held once a week and supplemented by reading and quizzes: Masterclass (12), starting Monday, 5 April 2021, at 11 am Eastern Time (US and Canada) Masterclass (13), starting Thursday, 3 June 2021, at 11 am Eastern Time (US and Canada) Masterclass … Read More
No, you’re not dreaming! I’ve done a video critiquing a random couple of sentences plucked from EDGAR that deal with jurisdiction stuff. Well, OK, it might not be quite that compelling. But here’s what it does have going for it: it’s clear from the data that you people would rather pluck your eyeballs from your head than watch anything longer … Read More
Starting in 2018, when I joined LegalSifter as a consultant, I’ve helped design the specifications for our “Sifters”—algorithms intended to spot a given issue expressed in contracts. Although I’m now LegalSifter’s chief content officer and have an array of responsibilities to match, I still create sifter specs. It’s work that’s conducive to humility, for reasons I’ll now explain. This post … Read More
Yesterday I found this on EDGAR: It’s commonplace for contracts to contain instances of notice in writing or written notice and the like even though the notices provision says that all notices must be in writing. Whoever created the highlighted language was aware of that but decided that instead of, or in addition to, encouraging drafters to use search-and-replace to … Read More
The big obligation is The Widgets must comply with the Specifications. That being the case, there wouldn’t seem to be much point in saying these smaller obligations: Acme shall use only competent personnel in fabricating the Widgets. Acme shall maintain all Widget-fabrication equipment in good condition. Acme shall obtain and maintain insurance covering the Widget-fabrication facilities. And so on. To … Read More
In this 2012 blog post I explain why the phrase personal delivery is confusing. My conclusion: So the moral of this case is, Never say in a contract “deliver X personally,” “by personal delivery,” “personal delivery,” or any variant. But in this earlier post on the subject, I say this: Instead, what the phrase “personal delivery” seeks to convey is … Read More
You’ve seen—I hope!—part 1 (with Nada Alnajafi) and part 2 (with Alex Hamilton). Now, LegalSifter unleashes on an unsuspecting world part 3 of my video series on the Salesforce master subscription agreement. (I’m LegalSifter’s chief content officer.) This time, my co-presenter is Gabe Meister, a lawyer in private practice who has lots of experience with this kind of contract. Gabe … Read More
You might well be aware of the dispute between AstraZeneca (AZ) and the European Commission (EU) over supplies of AZ’s COVID-19 vaccine. (Go here for an account from the Guardian.) The EU has made the contract available the public (here). AZ’s obligation to use “Best Reasonable Efforts” has attracted attention, but no one is suggesting we’re dealing with the fatuous … Read More
Last week saw the release of the first video in my series The Salesforce Master Subscription Agreement: A Case Study, presented by LegalSifter (see this blog post). The first video set the scene by describing what the MSA covers. The second video is now available. In it, I do a quick critique of an extract of the Salesforce MSA, then co-presenter … Read More
Let’s look at “entire agreement” provisions. Or maybe you call them “merger” provisions. Or “integration” provisions. Whatever. Guidance Consider this boilerplate provision offered in Commercial Contracts: Strategies for Drafting and Negotiating (Vladimir R. Rossman & Morton Moskin eds., 2d ed. 2021) § 26.04[C]: Entire Agreement. The Contract represents the entire and complete understanding of the parties with respect to its … Read More
