The pandemic has aggravated my tendency to lurk on EDGAR, the U.S. Securities and Exchange Commission’s database where public companies file their “material” contracts. Now I dream up the weirdest things I can think of, then I look for them on EDGAR. “Throat-clearing” is when a redundant verb structure is tacked on to the front of a provision. Who can … Read More
The legal profession has a love-hate relationship with technology. On the one hand, lawyers are, uh, challenged when it comes to using basic technology. And technology vendors tend to grouse that selling to lawyers is a hassle. On the other hand, the legal profession is prone to spasms of enthusiasm over technology. It periodically throws money at some new technology, … Read More
Yesterday someone mentioned to me the phrase as between the parties. I hadn’t ever looked at that phrase before, so off to EDGAR I went: If any of the provisions of this Amendment are inconsistent with or in conflict with any of the provisions of the Principal Agreement then, to the extent of any such inconsistency or conflict, the provisions … Read More
Go here for the latest episode of the City of Contracts podcast, in which I speak with with Amy Grubb, Caroline J. Fox, and Erin Austin about “Solos and Contracts.” It was a great conversation; my thanks to them for taking part.
If you’re a regular reader, you’ll know that for more than two years I’ve been an advisor to LegalSifter, the artificial-intelligence company that helps you review draft contracts. It’s been a rewarding experience, working to infuse the product with expertise. And it has allowed me to explore contract language in ever greater detail. Furthermore, working with a team has been … Read More
It’s worse than pointless to enumerate the elements in a definition section: it clutters up the works. The elements are in alphabetical order. That by itself is enough of an organizational framework. Nevertheless, some people enumerate the elements in a definition section. The normal way would be to have the first element be, say, section 14.1 of article 14. But … Read More
I’ve previously touched on “future facts”—statements regarding circumstances in the future—but I haven’t addressed the topic head-on. I fix that with this post. The Conventional Wisdom It’s easy to find future facts in contracts. What the ABA Model Stock Purchase Agreement says about future facts sums up the conventional wisdom: “Representations are statements of past or existing facts and warranties … Read More
I’ve spent some quality time lately with definitions of the defined term Event of Default. And I’ve seen some strange things. Here are three examples: enjoy! Here it seems as if the definition contains the defined term: The example below is basically the same, except the defined-term parenthetical is shifted earlier in the sentence, without making any more sense: An … Read More
Check out the highlighted sentences: Section 12.1 says how Myovant is required to pay invoices. Section 11.2 says Myovant is required to pay a given invoice in accordance with 12.1. In other words, section 11.2 imposes an obligation to comply with an obligation. If it were somehow unclear whether section 12.1 applies to section 11.2, it would be prudent to … Read More
These days I live something of an incrementalist life. For example, in an overnight switch I now pour oat milk, instead of cow’s milk, on my industrial quantities of granola, but I don’t expect to give up cheese anytime soon. And in an attempt stop using so many paper towels and so much plastic wrap, I currently use sponge cloths … Read More
