In the Delaware Chancery Court, a Cautionary Tale on Consent-to-Jurisdiction Provisions and the Perils of Redundancy

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

In Contracts, “Please” Is Not the Magic Word

Thanks to a hot tip from Deep Throat Glenn West, I learned about the Fifth Circuit’s opinion from earlier this year in  Landmark American Insurance Co. V. Lonergan Law Firm, PLLC (here). An insurance company claimed that appellant Lonergan, a lawyer subject to a malpractice claim, had failed to “report” the claim as she was obligated to under her insurance … Read More

Overrated: Litigators As a Source of Contract-Drafting Advice

Last week I tweeted this, or something close to it: “When I want authoritative contract-drafting advice, I look to litigators.” I was aware that it was unclear whether I was being sincere or snarky. After a few hours, I decided that being gratuitously confusing was unhelpful, so I deleted the tweet. But the replies to my tweet remain. Some endorse … Read More

Hey, Another Fight Over “And”: Spanski Enterprises, Inc. v. Telewizja Polska S.A.

What I call “ambiguity of the part versus the whole”—ambiguity involving whether it’s a single member of a group of two or more that’s being referred to, or the entire group—is annoyingly complicated. Whenever I talk about it, I have to remind myself, and those I’m addressing, that we have no choice but to wrestle with this complexity because people … Read More

More “Endeavours” Twaddle

Regular readers of this blog will be familiar with Glenn West. When it comes to analysis of contract boilerplate with big-deal implications, no one comes close to Glenn. But Glenn has a mischievous side. He’ll sporadically send me stuff that he must know will irritate me; I imagine him hitting “Send” with a bit of a cackle. In the past … Read More

What (If Anything) Does It Mean to Have a Court Cite My Work?

An anonymous informant—oh what the heck, it was Glenn West—told me that in Channel MedSystems, Inc. v. Boston Scientific Corporation (here), an opinion issued just yesterday by the Delaware Court of Chancery, Chancellor Bouchard cites A Manual of Style for Contract Drafting. More specifically, here’s footnote 236: The parties frame their arguments in terms of “breaches” of representations. The court … Read More

Having Nonparties Release Stuff

I’m doing what I can to advance the cause, but we’re all fortunate to have Glenn West plugging away, posting his analyses at such a rate that I have a hard time keeping up. For his collected oeuvre, go here. Today’s post is inspired by something from his archives, this 2016 post about whether a provision in which nonparties are … Read More

The Texas Supreme Court Doesn’t Like Cryptic Contracts

Thanks to Glenn West, I learned about the recent opinion of the Texas Supreme Court in Burlington Resources Oil & Gas Co. LP v. Texas Crude Energy, LLC (PDF here). The fight was over a technical oil-and-gas issue that’s way above my pay grade. Both parties claimed the language was unambiguous and each offered a vastly different interpretation. The court … Read More